Love? What's that got to do with anything?
by Life Swirl
Summary: After a magical storm rips a human from his world and places him into a magical land filled with not only mythical creatures, but talking ponies that can fly, wield magic, and various other things. He finds that he can never return to his home world and must start over in this breathtaking story through love, laughter, family, friends, careers, and above all else. ADVENTURE!
1. Surging Storms

The wind howled as it tore leaves from the trees, causing the branches to snap under the sheer force of the wind. Apples fell left and right from the trees all over Sweet Apple Acres, many being bruised or damaged badly. Applejack was out in the fields with Big Macintosh catching as many of the apples as they could before they could hit the ground to avoid being damaged. No sooner as one bushel had been filled then another one was kicked into play. Big Macintosh breathed heavily as he ran as fast as his hooves could carry him, ducking and weaving to avoid falling branches and catching falling apples as they were blown from the trees. He yelled to Applejack as he finished filling another bushel and rushed to get another.

"AJ! Don't worry'bout the apples, Ah've got as much of the field covered as ah can. Go find ah Pegasus and see why the weather is acting all crazy."

"But, Mac, we need teh..." Applejack was suddenly cut off by Big Macintosh as he stomped the ground hard sending a small tremor around her.

"No buts! Now GET!" He snorted as he started running to catch more apples.

Applejack's eyes went wide in surprise at Big Macintosh's sudden vocal outburst. She hesitated for a moment then took off toward Ponyville at top speed. Although the wind was gusting all around, there was no rain to be seen or felt. The sky was covered in thick grey clouds which seemed to roll with the wind. AJ made it quickly into Ponyville and began looking all around for a Pegasi. She was mainly looking for Rainbow Dash, as she could make it to Cloudsdale to find out what is wrong with the weather, but had no luck. A loud crack of lightning shot across the sky briefly illuminating everything in sight then going back to a dull grey as the wind continued its torrent. AJ was having a hard time moving in the wind, she looked around for some cover but all the shops and houses were shut tight. No lights were on anywhere in sight.

"Gotta find shelter. This is getting to dangerous for anypony teh be out in." She said as she continued looking around.

**XXX**

Twilight settled in quietly listening to the wind outside as it continued tearing through Ponyville. Spike was curled up underneath a blanket at her side, shivering slightly in fear as the huge tree library creaked and groaned under the constant pressure of the wind. The creaking began to grow as a loud SNAP was heard, then a loud crash. A gust of wind began filling the library as it had snapped off the large balcony overhang branch on the Tree house library. Twilight jumped up, running up the small flight of stairs to the area were the balcony once stood, using her magic to block the wind.

"SPIKE! I need you to take an emergency letter!" Twilight yelled over the roaring wind as it pressed harder against her magical barrier. Spike rushed to get a red piece of parchment, then back to Twilight who was straining her magic against the wind. He put quill to parchment as Twilight began.

"Princess, This is urgent! Ponyville and possibly all of Equestria may be in danger from this storm. A part of the library has already suffered heavy damage and I am using all my power to keep it together from this terrible wind. Why are the Pegasi creating such a terrible storm? If this continues then there may be many injured ponies and creatures from this constant wind damaging things. Please help. Twilight." She spoke as Spike began rolling the parchment into a bund and breathed in to send it.

"Wait Spike, Use the emergency breathe, That will send it to Celestia and not just her chambers or throne. Spike gave a shudder as he took in a deep breathe and held it. He opened his mouth and breathed out slowly letting loose what seemed like a blue slow motion flame as it incinerated the parchment in his hand. Instead of floating away in a green smoke though like the normal method in sending a scroll. This one vanished into thin air being instantly delivered to Celestia. Only a few moments had past when Spike let loose a loud burp that turned into a reply parchment from Celestia. Spike quickly began to read it.

"Twilight, I am currently in Cloudsdale speaking with the weather team, This weather phenomenon is not due to the Pegasi, But due to an extremely rare magic storm that hasn't been seen for several hundred years. I have seen many in the past and they will always have destructive force. Please, if you are able, let everypony know about this danger, and to remain indoors or undercover until it has past. I do not wish to see another pony hurt. I am unable to use my magic to try and disperse the storm as magic usage will only make it worse in the areas nearest to the magic focal point. Please do not worry about the library. Do not use your magic for any means unless there is no other choice. Stay safe. Celestia."

Twilight gasped at the thought of the princess being unable to do anything about the storm and the fact magic could cause it to get worse. Realization hit her, she was using magic to block the broken staircase from the wind. She immediately stopped the magic flow letting the air rush in. The wind had gained much force since she began using her magic, hitting her and Spike hard, and pushing them back and down the staircase. She squinted her eyes through the massive force of wind and located spike, picking him up as she yelled over the roaring wind.

"We need to get to Sweet Apple Acres! The Apple family has several storm cellars everypony can use for shelter."

Spike nodded and held on tight to Twilight as she made way to the door of the library. Twilight braced herself on the side of the door before she opened it. The force of wind literally tore the door from its hinges as she opened it, causing it to fly across the room and wedge itself like a knife into a bookcase, in turn, causing books and paper to fly in every direction. She squinted her eyes as she forced herself outside through the wind. Upon making it out the door though the wind shifted directions and was now blowing away from her, into the direction she was going. Although she could now see, she couldn't help but be pushed in that direction. Every step she took made her move roughly 5 steps in order to keep her from falling. She managed to make it just down the street to Sugarcube Corner before she noticed a sign in the window. "Evacuated". She then looked across the street and to other houses and shops, Almost everyone of them had that same sign. The lavender unicorn smiled knowing her friends were now probably safe, and picked up pace giving a light trot as the wind blew her harder making it seem as if she was running at full speed toward Sweet Apple Acres.

**XXX**

Applejack was not fairing well. She had almost made it to Ponyville when a rouge limb had struck her hard on her front right leg. She could no longer walk in the wind without falling down so she had taken shelter in a small cave on side of the path to Ponyville. She lay quietly as she watched debris fly around outside. Giving a loud sigh as she lay her head down. She hated not being able to help anyone and hated even more when it came to getting hurt. Even though she was a workhorse, she was always careful to not get hurt. AJ snapped upright as she saw a purple pony skid by the cave on their side. The pony smacked hard into a tree and lay there out cold. Peeking her head out of the cave as the wind rushed by, she watched the wind as it had turned into a now, gale force speed, uprooting trees left and right. AJ squinted to see what pony was crazy enough to be out in this weather, looking over to the tree where the little purple pony lay, she saw some movement as something else purple detached from the pony.

"Oh hayseed, its Twilight and Spike." She said, her heart racing, seeing Twilight hurt. Spike managed to stand up only to be forced back onto Twilight who was out cold. He reached down and shook her hard trying to wake her but to no avail. A rope suddenly lashed out in the wind against Spike and Twilight. Spike looked up seeing the rope and gave it a tug, the rope tugged back. He traced it back to what he saw was a cave but couldn't see who was pulling it. Without thinking he tied the rope around Twilight then pulled himself along the length of the rope edging his way to the cave. After what seemed like an eternity he made it into the cave.

"Oh thank Celestia yer ok. Where's Twilight?" AJ said welcoming the young dragon into the cave.

"APPLEJACK!" He yelled rushing up to her giving her a hug.

"Ow careful there partner, mah legs hurt." She said lifting it to avoid any weight being put on it.

"I'm sorry, but we need to get Twilight in here, she's hurt to. We'll need to drag her in." He said as he picked up the rope and tugged.

"Here Spike, Tie the rope teh me an'push. We can pull her inteh the cave."

After a few moment AJ and Spike were slowly dragging the unconscious unicorn toward the cave. After a few minutes they had managed to pull Twilight into the cave. She was still out cold and covered in dirt and leaves from outside, Her left side was scratched and bruised from the drag, and her head was bleeding badly. AJ gave Twilight a gentle nudge trying to wake her and was greeted with a soft groan.

"Oh thank Celestia she's still alive." AJ smiled laying down beside the purple pony, trying to keep her warm. The three friends sat quietly, huddled together inside the cave, waiting to see when the storm would stop, and help could be reached.

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Hey Guys I am new to this but Like, Comment, and Subscribe. Oh wait that's YouTube. Do the equivalent, if you want to that is.


	2. We're not in Kansas anymore

Rarity was in her shop running around, gathering materials, and putting things away as quickly as she could. One window had already shattered in her shop, and the wind was throwing everything around, She was just lucky that there wasn't any rain coming in through the broken window.

She kept using her magic to levitate objects and placing them here and there. Not knowing the damage her magic was causing. The storm began to pick up around the boutique, another window shattered, then another. Rarity screamed in panic and ran to the cupboard under the stairs to hide. She could hear the wind tearing through her shop, a loud bang came from the door she was hiding behind as something had hit it hard. She screamed out in panic using her magic to shield herself in fear. The storm began to swell around her shop, picking up speed.

Lightning began to crack all around the shop, sometimes hitting it as it leapt about. The wind all over Ponyville began to die down as the storm started to recede. It began to accumulate around Rarity's shop. She was now in grave danger as the wind swirled around quickly as it began to slowly tear apart her shop and home. Pieces flying everywhere as it kept getting worse.

The whole shop began to fall apart as every piece of it was now swirling in a tight loop around where it now once stood. Rarity gasped as the door flew from its hinges and she was sucked out only to see her shop and everything around swirling through the air with her. She screamed in terror as she balled up, using her magic as a make-shift shield against the elements. A loud crack was all that was heard, then everything stopped. The wind suddenly quit and Rarity found herself falling to the ground. She was lucky enough to land on a bunch of fabric that had been caught under the edge of a large shelf, which cushioned her fall.

She stood up looking around at what was left of her home, seeing nothing but pieces of the splintered wood scattered about, Clothing and cloth littered the ground, ruined, shredded, and in piles. Strewn about like confetti at one of Pinkie Pie's Parties. She sat down on her haunches and began to cry, sobbing quietly.

"Of all the worst possible things... this is the... worst... possible... THING!"

**XXX**

Back at Sweet Apple Acre's, Big Macintosh had saved many apples and managed to get them into the apple cellars along with most of the ponies in Ponyville. Rainbow Dash, and Pinkie Pie, were among the missing ponies there that AJ and Twilight had looked for. However Fluttershy was not among the crowded cellar where all the ponies and apples had taken refuge. Mac stood near the entrance of the cellar, making sure that it would hold and keep everypony safe.

The wind kept a steady pace for sometime, increasing but never decreasing in strength. The door to the cellar rattled hard making everypony huddle together in fear. Big Macintosh began piling anything he could find in front of the entrance to block it, should the door come loose and be pulled away from its hinges. Time slowly passed as everypony waited quietly, always staring at the entrance. Just as everypony began to lose hope though, the wind began to die down. The massive roar began to soften, and the rattles from the door almost stopped entirely. After a few more minutes Big Macintosh decided to unblock the entrance and check outside. Moving items left and right and slowly making it up the stairs, he listened for a moment before unlocking the door and pushing it open. Daylight shone through what little clouds were now in the sky, putting forth its warm rays onto everypony. Big Macintosh looked around the farm taking in the amount of devastation that had taken

its toll.

The farmhouse was tattered, but still standing strong. A day or two of TLC would mend it up right. The barn which was closest to them was in shambles. Pieces and farm equipment lay everywhere. His gaze searched the fields of apple trees. Many had been knocked down, snapped in half, severely damaged, or uprooted, but most still stood strong. It would take time, but what trees that had little damage would again produce fruit. Apples littered the ground, and what few that were still on the trees were barely hanging on. He gave a sigh as he turned around to the cellar entrance announcing that the bad weather had past and it was safe to come up. Everypony made way to the surface, also taking in the devastation that had past. Many offered to stay and help with the cleanup, while others made their way to their own homes to see if they were damaged. It would be a while before Sweet Apple Acres was back to its old self again. Big Macintosh suddenly stopped in his tracks as his littlest sister came up to him.

"Big Macintosh! We need to go find sis, What if she was out in that storm an got hurt?"

Big Macintosh gave a determined glare looking toward Ponyville. "You stay here and help with the cleanup. I'll go look for AJ." He took off without further word in full stride along the dusty road to Ponyville.

**XXX**

Back at the cave the wind had died off, making it safe to leave, But the two injured ponies were unable to leave, Spike was their only hope.

"Ok you two, stay here and I'll go get help. I hope at least somepony can help us out." Spike said as he exited the cave. He surveyed the area looking at all the damage the storm had caused. A groan escaped him seeing it all, knowing that help would be hard to find if this much damage had also been done to Ponyville. Spikes eyes narrowed as he looked down the path to Sweet Apple Acres seeing a small dust cloud begin to form and head in his direction. As the dust cloud began to close in on his position he could see a large red stallion with an orange mane in front of the dust cloud.

"Big Macintosh! Hey! STOP!" Spike yelled to the farm pony as he came to a grinding halt, breathing heavy from the nonstop sprint from the farm.

"We need your help Mac, Twilight and AJ are hurt! We need to get them to a doctor fast." Spike ran toward the cave where the two mares were, Mac in tow. Upon entering the cave AJ's expression went from pain and worry to utter joy seeing her brother.

"Oh thank Celestia yer here bro, it's been a right mess for the both'o'us." AJ said as she stood up trying her best to help Spike and Big Mac place the unconscious Twilight on his back. AJ let out a quiet groan hopping to the side as Spike bumped into her leg.

"Ow, gosh darnit. Ah hate it when ah get hurt, this is gonna take forever teh heal." She groaned.

"Come on AJ, hop on." Big Mac said turning to the side in front of AJ motioning her to hop onto his back next to Twilight, which dangled like a wet noodle across his back.

"No way, Ah'm just fine to make it to the farm on mah own." AJ said giving a huff as she hopped toward the entrance.

"No more arguing! Get on! We don't have time for this." Big Macintosh growled giving a hard stomp to the ground. AJ gave a small whiny of surprise before carefully crawling onto her brothers back.

"I'll go and search for others that might be hurt since I'm alright. Take care of them big guy." Spike said as he exited the cave with Big Macintosh and the two mares. Big Macintosh gave a nod and took off back to Sweet Apple Acres in a slow gallop, so as not to jar loose his passengers. Spike heading into the opposite direction toward Ponyville.

**XXX**

Spike had made his way into Ponyville and began searching all around to locate any and all hurt ponies. It had taken roughly an hour to make a complete search of several piles of debris, all the while worrying over Twilight, hoping she would be okay. Soon his search ended at Rarity's former home. She was sitting nearby, crying quietly over her now destroyed home. Opal was sitting next to her attempting to comfort the now, homeless pony. Spike made his way quickly to her side thinking she was hurt.

"Rarity! Are you okay?! Are you hurt?! How did you make it out of your home?! Were you in it when it was demolished?!" He spoke quickly as he checked her over to make sure she wasn't hurt.

He moved her elegant purple mane from her face to check and see if she had been hurt there, only to stop to see her sad expression and tearful face, She gave a quiet sniffle as she opened her eyes looking at the young dragon. Spike felt his heart jump into his throat as their eyes connected. He gave a soft smile and spread his arms offering her a hug, which she quickly jumped into, grabbing and holding Spike tightly as a new wave of tears flooded from her eyes.

He could barely contain his own tears from hearing Rarity cry, and hugged back stroking her mane while whispering quietly to her, trying his best to comfort her. After a short time, her crying had ceased and they separated.

"Thank you Spike. I'm sorry you had to see me like this, I feel simply awful because of this whole thing." She gestured toward her home, now in ruins.

"It's okay Rarity, you have every right to cry, a lot of damage was done to Ponyville but it seems you got the brunt of the storm. You didn't happen to use magic did you?" Spike asked giving her a look of wonder.

"Yes... yes I did actually, I was so frightened for my well being I put up a shield around myself while hiding under the stairs. However did you know?"

"The princess sent Twilight and me a reply earlier when the storm had just begun to get worse and damaged the library. She said it was a magical storm and magic only made it center around the caster or area of magic. I guess you didn't know huh?" Spike gave a sorrowful look as the white unicorns jaw dropped.

Had she known about this, she would have most certainly just dived under her bed instead of using magic to shield herself. But it was to late for that now. Her home was now a pile of rubble and nothing was about to change that.

Reality suddenly hit Spike hard.

"Oh my gosh! Twilight and AJ were hurt during the storm, we should head to Sweet Apple Acres and check on them!"

"Hurry Spike, hop on, we shall make haste to Twilight." Rarity said as a purple aura enveloped the small dragon, lifting him up and plopping him onto the white unicorns back as she took off at full gallop. Spike was in heaven now as he held onto the white unicorns mane as she gallop toward the farm at the outskirts of the small town.

They made way quickly toward Sweet Apple Acres, only to stop just outside the farms perimeter to see a large home that they had not seen in Ponyville before. It was an older Victorian style home painted white and had 2 floors. A large wrap around porch, and an extra large door to one side of the home. It was much larger than any door the two of them had ever seen. They walked quietly up to the house looking at it with questioning eyes. As they made their way onto the porch they could see that the trimming on the home was badly damaged, and the door had been partially pulled away from

its hinges, still attached at the top but the bottom hinge had been pulled from the thick wood it had been previously attached to. They pushed past the towering door and into the home looking around at everything which was now mostly scattered across the floors.

"Hello? Is anypony in here? Is anypony hurt?" Rarity finally yelled trying to locate the occupants of the house. Spike tensed up at the sudden outburst and jumped from Rarity with a start.

"Geeze, give a guy a warning next time before you yell like that. I almost jumped out of my scales."

"Oh darling you shouldn't be so jumpy, I'm simply looking for WAAAAHAHAAAAAHA!" Rarity screamed as she jumped back, back peddling quickly and running into a large dresser. She stopped frozen in fear as she looked forward. Spike rushed to her side, sliding in front of her in a protective stance looking forward to see what had scared her. To his surprise though all he saw was a large bookcase that had toppled over onto some type of creature which lay unconscious on the floor.

"Oh my gosh! Rarity, we need to get this off this... whatever it is. It's hurt!" Spike yelled racing forward, swiping as many items away from the bookcase as quickly as he could. Rarity stood motionless, frozen in place until Spike had made his way over to her, stepping in her direct line of sight of the creature and yelling into her face.

"HEY! SNAP OUT OF IT!"

The white unicorn gave a whinny of surprise then proceeded cautiously toward the injured creature. She gave a slight grunt as she used her magic to levitate the large bookcase from its place atop the creature and placed it to the side. Spike quickly began to remove the books from around the creature. Rarity walked quietly over to the creature, lowering her head to his face and listening, giving her ear a flick as she heard him breathing, but barely. She looked down, her eyes tracing the outline of the figures face. She had never seen anything like this creature and gave it a strange glance. Spike continued his torrent of removing the books from the creature. Rarity using her magic to help in the removal of books, finally finished as the last of the pile was lifted away and placed neatly on the shelf that had once been atop the figure. Rarity gave a smile of satisfaction as she looked at the shelf, all the books neatly in place.

"Oh no! This creature is hurt pretty bad. It's bleeding." Spike said causing Rarity to turn around and rush back over to see a small pool of blood forming around the beings head. Rarity quickly rushed toward the entrance of the home yelling back to Spike.

"Stay here in case it wakes up. Don't let it move if it does. If it can talk then tell it to stay put, help is on the way." She

exited the home and headed toward Sweet Apple Acres just a few hundred yards away.

Upon arriving Rarity looked around seeing many ponies around the farm. A small tent had been set up for the injured, there wasn't many doctors or nurses around, but most Unicorns knew first aid magic, except herself of course, her talents were spent elsewhere on things other than first aid.

She had made her way into the tent where the injured were, only a hoofful of ponies were minorly hurt. A few cuts, some scrapes and bruises, nothing major. Twilight and Applejack were hurt the worst. Both were laying in seperate beds, AJ with one of her forelegs in a cast from having been broken, and Twilight with an ice pack on her head from the blow she had taken earlier from a rouge branch. Big Macintosh sitting quietly between the two friends, AJ to his left, Twilight to his right.

"Oh thank goodness everypony is alright. I was so worried." She began, then noticed the lack of Rainbow Dash and Fluttershy. "Where are..." She was cut short by the doctor who had walked up to check on Twilight again.

"Those two were in the way so I sent them out to check in Cloudsdale about the weather." He said with a huff, removing the ice pack from Twilight's head then placing it back again making her groan from the sudden shock. Big Mac gave an annoyed snort as the doctor moved away.

"Oh my! Doctor, there is an injured... thing just outside of the farm. It's inside a house I've never seen before, it's bleeding as well. We need to check on it quickly." Rarity said causing everything to stop.

"Did'ja just say a house outside th'farm?" AJ asked giving her an odd look. "Sugarcube, didja hit yer head er somethin? There ain't no houses outside the farm, just trees an th'dirt road." She said giving a chuckle.

"No really, Spike is with it now. We simply must hurry." Rarity said in a slight panic.

"Nurse Redheart, Go with her to this injured creature. My skills are needed here for now. Patch it up and bring it here for further examination." The doctor stated as he went to check on another patient.

"Big Macintosh, will you please help too, we will need to put it on a small wagon to pull it back, it is a rather large creature after all." Rarity said giving him an innocent smile. Big Mac just gave a sigh getting up and moving outside the tent toward the barn to get a wagon.


	3. Is HE the One

After a short distance, the three ponies had arrived to the house in question. Big Mac giving a thoughtful 'hmmmmm' as he looked the house over.

"This house was never here before, was it?" Rarity questioned.

"Nope." Big Mac replied as he followed Nurse Redheart into the home, closely followed by Rarity. The small line of ponies stopped as Nurse Redheart gasped seeing the creature before her. Spike running up and greeting Rarity with a hug.

"Thank Celestia you're back, I was getting worried everypony wouldn't make it in time." He said smiling at the white unicorn, happy to see her.

Nurse Redheart gently nudged the creature causing it to stir, and give a groan.

"My goodness, don't move sir, we're here to help you. You've sustained some injuries so please don't move, you could only further the damage." The nurse said sternly.

"Al-alright." Replied the creature, causing everything to momentarily stop, which quickly started again.

After a few minutes, with some directions from the nurse, and the young man had been placed onto the wagon Big Mac had brought with them. After the young man had been secured onto the wagon, they quickly made way to the medical tent inside Sweet Apple Acres.

Questioning and puzzled looks were given by all passers-by as the small crew, and injured being, was brought to the tent. Most of the ponies had left the tent to finish resting at their respective homes, while AJ and Twilight were the only two left in the tent, besides a gaggle of Doctor ponies, which all sat quietly around a table, awaiting the creature in question.

"Clear the way, patient coming through." Nurse Redheart spoke up as Rarity levitated the young man into the tent and onto a bed across the room from Twilight and AJ.

"Holy horse apples!? What in tarnation is that thang?" AJ spoke out in shock upon seeing the creature, bolting upright in her bed to get a better look.

"I haven't the slightest darling." Rarity said as she moved to Big Macintosh's previous place between the two mares. The doctors all spoke quietly as they examined the being in front of them. Gauze and bandages were applied to many areas of the being, and quickly around his eyes. He had lost consciousness along the route to the farm and had yet to reawaken.

Twilight gave another groan, sitting up in her bed from the commotion going on across the room. Slowly removing the ice pack and focusing on the what she thought was a pony being worked on, she gasped aloud, dropping the ice pack onto the floor of the tent. Her mouth hung open as she took in what she saw.

"Spike! Get me red parchment stat!" Twilight yelled causing everyone to stop.

"Everypony back away from that creature! NOW!" Twilight yelled as she got up from the bed, moving across the room to the young man being bandaged up.

The doctors didn't listen as they continued bandaging up the man. Twilight giving a growl as she used her magic to pick up and move everypony away from the young man. AJ, Rarity, Big Mac and Spike all gasped seeing Twilights actions.

"I'm sorry everypony, But on royal commands I must ask that you to exit the tent and wait to be called upon. The princess will be here shortly." Twilight spoke as she pushed them out of the tent.

"Spike! Parchment! Now!" Twilight yelled causing the young dragon to trip over himself to hand the lavender unicorn the red parchment.

Twilight quickly scribbled something onto the parchment and wrapped it with the ribbon, handing it back to Spike, who promptly sent it flying away with his magical fire breath. A few tense seconds passed by as they sat in silence. Within a minute of the scroll being sent, there was a bright flash outside of the tent. Celestia entered the tent with haste giving a slight pant as she looked around, her eyes falling onto the human man, laying bandaged and unconscious on the bed at the far end of the tent.

Twilight began to speak but was cut off by the princess.

"In all my years, I never thought I would ever see another human in this world. I have waited a millennia to see another one, and here, right before my eyes, lay one of them." The white Alicorn spoke softly, tears coming to her eyes as she collapsed at the humans side, her head resting quietly onto the bedside next to the him.

"Princess! Are you alright?" A mixed shout came from all the ponies in the tent.

"I'm fine my little ponies. There is no need for alarm. I was simply startled is all. This is the first human to set foot into Equestria since before Nightmare Moon had been imprisoned." Celestia stated with a soft smile, still looking to the mans bandaged face.

"Uh... So what in the hay is a human?" AJ spoke, breaking the silence and causing the princess to laugh quietly.

"My little ponies, let me tell you of a story untold to any. This story is my own, I never put it into a book, and I never wish it to be in one. So please, keep this to yourselves." She said giving a sigh.

**XXX**

"When I was many years younger, I had experienced storms such as the one that had transpired today. Many warnings were given to all ponies about the storms, and for the unicorns to avoid using magic during them. However, every so often a unicorn is not told, or forgets about the warnings, and uses magic anyway. This in turn causes a great shift in time and space, which initially rips a hole in the fabric of time itself."

"During the time before Nightmare Moon being imprisoned, there was a storm such as the one from earlier. One of my students forgot about when they were told to never use magic during this type of storm, and essentially brought a human into Equestria from another time and another world. The human had been a farmer from a green planet filled with life, and plants. Their population was small, and he knew nothing of our world. He quickly befriended myself, and my sister Luna, at the time though, she was Nightmare Moon. He taught many ponies how to till the earth, and make gardens. At the time we all were vaguely familiar with farming, but what he had taught us, saved all of Equestria. With his help, we all now know how to farm and create life from the seed we plant in the ground."

"Without him, we may not be here today. However during that time, Nightmare Moon decided to never let the night pass. There was an incident that caused the man to lose his life at her hooves. This was the catalyst that caused me to imprison her on the moon. I was sure we could have found a way to continue to pass the day to night, and back, without her becoming so annoyed at the ponies of Equestria for sleeping through her beautiful night. But upon this young man's death, I snapped. I broke down and called upon the elements of harmony to help banish her to the moon."

"That human was the only being to truly make me smile, and treat me as just more than another friend. He was my mentor for as long as I had known him. I had fallen in love with him, I had hoped that this human would be the same one, but as I can see, he is different in every way."

The small group sat in stunned silence, taking in what they had just heard. Celestia stood and headed for the tents entrance.

"Twilight, I will leave this human in your care for the time being. As well as your friends, and all of Ponyville. He will need to readjust to his new surroundings, as he will not be able to return to his original home again in his lifetime. Equestria is now his new home."

Celestia gave a saddened smile as she began to exit the tent but stopped as she heard an unfamiliar voice. The voice of the human.

"So that's it eh? I must be dead then because I have no clue as to what you people are talking about, and where the hell is Equestria? I've never even heard of such a place."

Everypony, including the princess, gasped, freezing in shock from the sudden outburst.

"Oh my, I didn't think you were..." Celestia was cut off.

"Awake? Sorry to disappoint sweetheart. I may be bandaged up and in rough shape but I think I can still pull off playing possum pretty good." He let loose a loud laugh, then a groan as he pulled his hand up to his head. "Ow, that smarts. What the hell happened anyway? Last thing I recall is hearing a loud ringing sound, then a flash of light."

"Well." Celestia began. "You were caught in a time storm, and were essentially sucked into an alternate plane."

A short silence followed and then the man burst out laughing.

"AAAAAAHHAHAHAHAHAHAHAAAA! Holy crap that's a good one. I don't think I've ever heard anything so funny in my life. Thanks, HAHAHA, I really needed a good laugh, but seriously, what happened?"

Another awkward silence.

"That is what happened, sorry." Twilight spoke rather bluntly.

"What the hell!?" He yelled as he began tearing off the bandages from his eyes and head. "You people are nothing but a bunch of fuuuuu..." He trailed off as the bandages left his eyes before they focused on the 'people' he had been talking to in the room.

"Heh, heh heh. *snort* Hahaha, HAAAAHAHAHAAA! Oh god I must be dead or insane!? What the FUCK is going ON!?"

"Such language! Please refrain from using such filth in the presence of the Princess, and ourselves!" Rarity stated rather rudely.

The young mans head snapped to Rarity as she spoke up. "Y-you talked?! That's not possible. How can a pony talk?!" He said as he pulled his hand up covering his mouth in shock.

"It's alright Rarity, he is, after all, just now taking in his surroundings, whether they are from his original plane of existence, or not." Celestia said giving a warm smile to the man.

"B-but how? This isn't possible. Horses can't talk?! How can you all talk?" He said looking around at the entire group as he just noticed how colorful everything was.

"And what is up with the colors? None of you even look real. Well at least I..." He looked down at his hands now for the first time seeing that they too, were now a colorful shade of tan peachiness. He began to breath heavily looking at himself, throwing off the covers and seeing the rest of himself, and the clothes he had on, all were a cartoony shade instead of the normal degree of realism he had been used to.

"Please calm yourself, you're going to pass out if you don't breathe properly." Twilight spoke, moving up to his side.

"Properly? PROPERLY!? How the HELL can I breathe properly knowing I'm in a flipping cartoon world with talking ponies?!" He shouted pulling his hands up to his head, pulling on his hair.

"There just isn't any possible explanation to all of this. Cartoons are meant for children, they can't possibly be real life places! Can they?" He slowed for a moment as his demeanor calmed slightly, his hands fell to cover his face in silence as he listened to the breathing from himself and everyone in the tent. He kept his hands over his face while he spoke out.

"Ok, I think I've calmed down enough. You all seem to be rather intelligent beings and have morality, otherwise the white one wouldn't have asked me to watch my language in front of the princess." He stopped for a moment as he gathered that bit of information.

"Wait, princess? This land is ruled by royalty? That is rather strange. But then again, I am in a cartoon world filled with the full spectrum of colorful ponies. What's not to believe." He laughed, finally pulling his hands down and laying back in his bed.

He lay there quietly for a short time before finally picking up again. "Alright." he began as he seemed to be taking everything in pretty quickly, adjusting faster than the ponies had thought. His hands found each other, and placed themselves under his chin in thought as he sat up again.

"Ok, either this is a dream or I really am in an alternate reality. I'm not leaning toward the dream part, as I can actually feel everything and I didn't wake up from shock. So I guess I'm actually here, and not dead." He said giving an exasperated sigh.

"So... What now?" He said to noone in general.


	4. Magic and Muscle Cars

A short time later, after some talking with everypony, and formal introductions were made, The young man returned to his home just outside Sweet Apple Acres along with Twilight Spike and Rarity.

"Man, my place is a wreck! How did my whole house manage to come along with me when I got sucked into this world?" Charles groaned as he took in the damage his home had acquired during its inter-plainel trip to Equestria. He walked around his home picking up various items that had managed to be tossed to the floor during the whole incidient. He stopped near the mantle, bending down to pick up a picture frame that had fallen, shattering the glass that was held turned the photo to face him, giving a soft smile as he ran a hand down the side of the frame. The picture showed a woman and man standing behind a young boy, his family from long ago.

"I miss you, mom'n'dad." He spoke quietly to himself as he sat the picture down on an end table, picking up and placing the lamp that had fallen over to its upright position. He turned around seeing books and other items floating around the room, in turn, causing him to stumble backwards, bumping into the end table, shocked from seeing this. "Uh... How?" He stammered pointing around at the floating objects.

"Oh, I'm sorry, we were just trying to help tidy up. We can stop if you like." Twilight stated as she placed the objects she was holding quickly into their respective spots in Charles' home.

"No, please, you can help, I was just a little shocked seeing everything floating... how did you do that?" He asked encouragingly.

"Well, Unicorns such as myself and Rarity, have the ability to use magic in a variety of ways. One use is telekinesis, or the ability to move objects without actually touching them." Twilight smiled as she felt she had taught the human something new.

"No, I'm aware of that ability, but in the world I'm from, its simply a myth. As are Unicorns, Dragons, and actually quite a bit of stuff. I have a feeling though that their are quite a few things in this world that I'll run into that are nothing but myth in my world." Charles stated, giving a nervous smile.

"Why yes darling, their are many different other species in this world. Twilight, myself, and our other friends have had quite the run-in with many of them. I'm sure you will as well eventually. But lets hope that you don't meet the terribly rude ones that will try to hurt you." Rarity smiled as she picked up the TV that had overturned onto the couch, and setting it upright.

"Yea! Like that big Hydra you guys managed to escape, OH! Or that Manticor that Fluttershy tamed, and the Minotaur that turned her into an assertive monster." Spike laughed not being able to get the image of a mean Fluttershy out of his head.

"Seriously? You have got to be pulling my leg on that one. A Hydra and a Manticor? Those are mythical beasts in my world, and you're telling me they exist in this world?" Charles spat in surprise.

"Yes, They are very much real in Equestria. However, you may not meet a friendly one in your lifetime here, they are always a spectacle to watch from a distance." Twilight smiled, putting forth more knowledge for the human.

The human smiled at Twilight as he began. "So I'm guessing your a teacher or something, you seem to have quite a bit of knowledge about everything, so why don't you tell me what you know about humans."

Twilight stopped and thought for a moment. "Uh... actually your the first one I've met, plus there is no literature on humans in Equestria, so I guess I don't know anything other than what I know about you." She stated with a sheepish smile.

"He gotcha there Twi." Spike chuckled.

"Ah well, we will have plenty of time to get to know one another. Your princess said that I wouldn't be able to leave this world in my lifetime, And from what she told us all about the magic storm that sucked myself and my home into this world. I'm guessing it all to be true." Charles said as he plopped down onto the couch. "Ugh I'm beat. This whole mess has literally worn me out, I think I'll turn in for the night and get up to check out your town, Ponyville was it? In the morning." He said giving a stretch.

"If you three need anything just give me a shout. I'll see what I can do. Its not like I'll be going anywhere anytime soon heh. I'll be fine here on my own." He said expecting the three to head out to their respective homes.

"Uh, actually Charles, My home was damaged during the storm and is being fixed as we speak, but it wont be ready for a few more days." Twilight spoke laying her ears back shyly.

"And my home was completely d-destroied from the s-storm." Rarity said stifling a tear as she almost began to cry.

Charles looked at the to ponies as the little dragon comforted them both. He gave a heavy sigh as he stood up and began to walk toward the staircase. "Come on you three, follow me."

The two ponies and dragon looked at each other then to the human as he began to climb the staircase. He stopped at the top looking over the banister toward the group. "Look you three. You helped me out and I'm not about to be a jerk and put you all out in the cold when you were so kind to me, AND, saved my life. I have extra bedrooms that I'm not using so you are welcome to stay here until your homes are fixed or rebuilt. It's the least I could do to help you out."

A smile broke out across the three figures as they rushed up the stairs happily saying thank you repeatedly.

"Oh man, I hope I don't regret this later." Charles thought to himself as he led them down the hallway, first stopping at the restroom showing them were it was in case they needed to answer the call of nature. The next room in line was filled with bookshelves and tons of books scattered about. The bed was covered with a fallen shelf and countless books.

"Uh, Ill help clean this up in a minute, let me show the others to their rooms." Charles stated, realizing his home had taken more damage than he had previously thought.

"Oh don't worry, I can handle this myself." Twilight said giving a smile and trotting into the room.

The next room was pretty standard, a few things were scattered here and there from the homes transition. But overall it hadn't been damaged like the rest of the house.

"You can stay here Rarity. It's not too elaborate, but hey, it's a bedroom." He smiled to the white unicorn.

"Thank you darling. I shall clean up in here and have it sparkling before you know it." Rarity smiled going into the room. Charles moved further down the hall into the last room inviting Spike in.

"This used to be my room when I was little. I never did get rid of anything so your welcome to do as you like in here, just try not to break anything please." Charles said as he led Spike into a childs room. The room was littered with toys and items of all kinds. Spike had never seen so many toys in his life. He eagerly went in and started playing with toys left and right giving a thank you as he sat down.

Charles smiled giving a sigh as he walked back down the hall, looking into the rooms as he went. He stopped at Raritys room seeing that it was perfectly straightened and she was just finishing up the bed. She smiled to Charles as he gave a nod back in surprise. He moved on to Twilights room and stopped dead in his tracks seeing the unicorn laying on the bed reading a book quietly. All the shelves and books were back in their respective spots and nothing seemed to be out of place. Charles stammered for a moment as he looked on in shock. Twilight looked up from her book and smiled pointing toward her horn.

"Telekinesis, remember?" She smiled. Charles just nodded in shock and continued to his room at the end of the hall. Entering his room and plopping onto his bed, he gave a large yawn as he pulled his hand up to rub the cut he had received from earlier in the day feeling of the stitches that held it together. He stood up and began to disrobe then hopped back into bed. He lay there quietly as he took in the days events. Never in his life would he have thought that he would end up on a different world, much less, leave his home world in any other method than when his life ended. This was going to take some getting used to, as he was now the only human in existence on this world. He was alone, on a world filled with talking creatures that weren't human, where myth and magic existed in harmony with the planet itself. Yes, life was going to be a roller coaster for him from now on.

**XXX**

Morning brought singing birds along with the sweet smell of muffins and oatmeal. Charles awoke from his slumber hearing the chatter of people downstairs. Adrenaline hit him as he had forgotten about his guests and rushed to the window to see if any vehicles were outside parked. He flung open the shade looking outside to see nothing but farmland and an apple orchard as far as he could see. A large red barn was in the near distance. He scrunched his brow confused for a moment then remembered the passing events of the previous day. He began to relax until a sweet voice called to him from downstairs.

"Time to wake up darling, breakfast is ready for you and is getting cold." Rarity said with a song in her voice.

Charles gave a sigh as he pulled his clothes on and headed downstairs. He arrived in the dining room to see a total of 6 ponies and a baby purple dragon sitting around the table. They were all chatting quietly until Charles entered the room. Upon further inspection he noticed streamers and party supplies all over the house. A little pink pony was happily hopping around the room, a big smile across her face. She quickly pounced the human to the floor looking down at him smiling.

"This is your welcome to Ponyville slash Equestria party!" She said wrapping her hooves around his neck giving him a hug, then quickly hopping off of him to the other side of the table to munch on a cupcake.

"Uh..." Charles began as he pointed toward the pink pony while looking at Twilight.

"Oh don't worry about her. She's just being Pinkie Pie." Twilight giggled.

"So your the new guy in town huh? Your pretty strange looking. But then again, I've never seen a human before. Anyways, welcome to Ponyville, I'm Rainbow Dash." The Pegasus stated as she examined the tall human.

"I'm Pinkie Pie!" The pink pony said between mouthfuls of cake, spraying bits here and there. Waving a hoof at the human.

A yellow Pegasus mumbled quietly to the human as she hid behind a lock of pink hair. Her ears lay flat against her head as she shied away.

"This quiet one, is Fluttershy. She'll warm up to you eventually." Rarity said giving Fluttershy a gentle hug.

"My name's Charles, it's a pleasure I'm sure." He smiled taking a seat as Pinkie placed a large piece of cake and a cup of punch in front of him .

AJ was sitting quietly on the sofa in the living room away from all the hustle and bustle of the welcome party. Her leg was throbbing from the short distance she had traveled to the humans home from her farm. She had refused Big Macintoshs help, saying she was fine and could make it on her own. She regretted that decision as she made it to the house, her leg had not hit anything during the short trip, but still moved slightly from all the hopping she did to get to the house. She gave a heavy sigh as she sat there looking at her cake and punch. With a broken front leg she would only be able to eat or drink directly from where the food and drink sat.

"Hey AJ, whats up? Why you sitting in here by your lonesome?" Charles said as part of his accent began to show. AJ jumped at the sudden interruption of her thoughts.

"Oh pony feathers! Don't ya'll go'n sneak up on me like that." She huffed sitting back in her seat a little more.

"Why ain't you eating? Lots of goodies in there. You haven't even touched your cake or drink. Whatsup?" He asked, looking at her then back to the group in the dining room. He looked at them for a moment seeing the pegasi and earth pony using both hooves to hold their food and drinks. He then looked back seeing AJ's front leg in a cast.

_'It must be to painful for her to lift it and use properly.' _He thought to himself. AJ gave another sigh looking at the cake. Charles rolled his eyes realizing the orange earth pony just had to much pride to ask for help, he sat down next to AJ, sitting back into the comfortable couch.

"You not hungry AJ?"

"Not really." She replied, as a silence was interrupted by her growling stomach. "Well, maybe a little." She said as her ears lay back in embarrassment.

"Then let me help you." Charles smiled grabbing the cake and fork, cutting a piece off an heading it toward AJ's mouth.

"No thank you, Ah don't need any help." She huffed yet again.

Charles sat back giving her a stern look. "Now AJ, I will not have a guest go hungry in my home. Either you let me help you or I'll just have to let your friends in there know your being stubborn."

A small whinny of surprise came from the workhorse as she looked over the top of the couch back into the dining room full of ponies, then back to Charles. "Fine, but ah don't owe ya nuthin fer this, ya did offer ta help." She said with a grump.

Charles just gave her a smile and began feeding her bites of cake. Her ears lay flat seeing him smile at her. Cheeks flushing a light pink. After a few minutes the cake and punch had been consumed. AJ patted her belly with her good front hoof. "That hit the spot. Thank ya kindly Charlie." She gasped realizing her mistake in saying his name, covering her mouth in embarrassment.

Charles looked oddly at her realizing her mistake and expression, then proceeded to laugh. "Its alright AJ. I know Charles is rather formal after all, so Charlie is fine. Besides, being a friend means your comfortable with what your friends have to say to you, even if it is a nickname or shortened version of your name right?" AJ's face burned red as her eyes looked away from him, she just gave a nod as he smiled and walked into the kitchen with the dishes that once held punch and cake.

AJ sat there still burning red, her heart racing at what had just transpired. Never has she been fed by someone else before since she was but a new filly that had just come into the world. She hasn't trusted anyone else to do that, ever, not even her friends. What made this new being so different that she would allow him? She couldn't find the answer. Just as her thoughts began to clear, everyone decided to make their way into the living room with AJ.

"You look a little lonely Applejack, mind if we join you?" Twilight smiled offering a cupcake and cup of punch. AJ declined graciously as Charles re-entered the room.

"I hate to say it ladies, but unfortunately I'm going to have to start cleaning and repairing this house. As much as I'd like to finish this party, I have to get things done." A unified Awwww was given by all as they reluctantly began to clean up. Charles sighed as he watched them move slowly around for a moment to clean up before speaking up again.

"Well, I guess I could start with repairs outside first, it's not like I'm going anywhere anytime soon." He laughed, his hand

rubbing the back of his head nonchalantly. A unified Yay! was made by all as the party picked back up. Charles shook his head, a smile across his face as he exited the room heading to his garage.

Upon entering his garage he noticed a few things had fallen from the shelves that lined the walls, but had avoided hitting his car. He gave a heavy sigh of relief as he circled the car picking up the items that had fallen and placing them back onto the shelves adorning the walls of the garage. Circling the car to its rear he raised the garage door by hand as there was no electricity to use the automatic door opener. Sunlight cascaded in from the noon sun, shining down onto the vast green earth. He placed his hands on his hips and took a deep breath exhaling happily. Never had he smelled such clean, pristine air. It was absolutely wonderful. He turned around heading to the drivers side of the car, setting down in it. He loved this car more than anything. It was an 1969 Oldsmobile 442 fully restored to its original glory. This had been his dream car for the better part of a decade and when he had finally found one to purchase, it had been in shambles. He took more than 5 years to rebuild the entire car by hand. Doing everything to it himself. Now all he could do with it is let it sit there. A single tank of gas at full. Once he finished that tank, it was very likely that he would never be able to drive it again. He didn't know if this world used fossil fuels or not, but he hoped that it did. If it didn't, he would have to walk everywhere, and that meant time wasted. But maybe he could learn to like it. But for the time being he thought. _'Lets fire this baby up and listen to it purr.'_ With that he started the car, sending a loud purr out as the fuel ignited in the engine. A wonderful low rumbling came from the car as he placed it in gear and backed it out of the garage into the grassy area in front of his home.

The noise from the car had startled all the ponies inside as they raced onto the porch, AJ hopping closely behind them. They watched in awe as they saw Charles getting out of the strange contraption they had never seen before. Rainbow dash was awestruck as she traced every curve of the car.

"What I Equestria is THAT thing?" She shouted as she flew all around it slowly.

"Well I hadn't really planned on taking it out of my garage, but I need room to store stuff as I fix the house room by room. So this beast will have to wait outside until the repairs are done. This is a car, people from my world use them to move faster from where they want to go. This car is my pride and joy. It took me almost 10 years to finish rebuilding it." Charles said with a smile as he walked around the front of the car, opening the hood.

"But what was that noise coming from it a minute ago?" Twilight asked, her curiosity getting the better of her.

Charles lifted the hood to check over the engine, answering questions as he did.

"Well, this machine runs on a combustion engine, the noise you heard was the explosions inside of it."

"Can you make it do that again?" RD asked landing beside the car and looking into the open driver side door.

"Yep."

"How fast does it go?" RD asked

"About 150 MPH on a smooth straightaway. If I'm lucky." He chuckled.

"That's not that fast, now if it could break the sound barrier then I'd be impressed." RD smirked as she began flying around the car again.

"Ha, if a this thing could break the sound barrier I'D be impressed. But it's not capable. Hey, how do you know about the sound barrier? I haven't seen any technology in your world other than what was in that tent I was in yesterday. Please tell me this world has fossil fuels like gas or oil." He said giving RD a longing look.

"Well we do have oil, but I'm not familiar with this gas you speak of. We may be able to find some though." Twilight said placing her hoof on her chin in thought.

"No, it's alright. I can make my own fuel for my car. All I need is some distilled water, some steel and something to make an electrical current. It will take a while but I think I can modify my car to run on strictly hydrogen." Charles said giving a determined look.

"All those items can be found in Ponyville. I know of a couple shops you can go to. Shall we go?" Twilight said with a twinkle in her eye, finally being able to help out.

"I guess it wouldn't hurt to go for a drive. Would you ladies like to go with me? I need to know the area anyway so I don't get lost. Plus I'll need to go into town and introduce myself so the townsfolk won't freak out when they see me for the first time."

"One other thing. There are a few contraptions in Equestria similar to this car of yours, but they run on magic and don't make as much noise. So if you do take this into town please make it a little quieter." Rarity chimed in.

"Well I can't make it quiete,r but I can ease off the gas when we get closer to town. That might help a little." Charles smiled as he jumped into the car, reaching over and pushing open the passenger door. "Come on ladies. Get in. AJ your up front since you need some leg room." Charles smirked giving her a wink.

The girls piled in, AJ being the last and giving him a hardy har har look as she closed the door. Fluttershy squeaked hearing the door shut.

"You all ready?" Charles announced as he turned the key igniting the beast they were in. A loud rumble was sent through the air as he pressed the gas down a couple times.

"I LOVE that sound." Charles growled as he slammed the car into gear and sent mud flying out behind the car. Everyone screamed in terror, or delight, it was hard to tell. Charles pulled onto the dirt road and eased forward slowly gaining speed as he got a feel for it. He managed to get up to around 30 mph before he decided it was a little rough to go any faster.

"Hey, I thought you said this thing could go fast?" RD questioned in a disappointing manner.

"It can, but if I go faster I could damage it and might not be able to continue driving it."

"What do you mean?"

"Well imagine this. Your flying your normal speed and decide you want to land, but in order to land you need to slow down right? Well imagine if you decided to keep flying but instead of completely taking off from the ground, you dragged your legs with you. They would get damaged right? This is the same concept, but the ground has grooves and bumps, and I can't take off from the ground to avoid them. So the faster I go, the greater risk there is to break or damage the car."

"That's a strange way of putting it, but I guess you're right. If I did a sonic rainboom while running, I might just tear my legs off." RD said giving a smirk.

"A what?"

"A sonic Rainboom. It's when I break the sound barrier and my mane becomes a long rainbow across the path I fly. I'm the only pony to ever pull it off."

Charles kept driving, giving a laugh. "There is no way you can go faster than the speed of sound. I refuse to believe that any living creature can go that fast, even one from an alternate dimension."

You could have cut the silence that followed with a knife.

"Alright smarty pants, you let me out and I'll show you." RD challenged.

After a few seconds, and a quick exit from the car, everyone was situated on one side of the road looking at Rainbow Dash. "Alright now you just wait here and watch." She said giving a determined grin as she took off into the sky, all eyes following her. It took a couple minutes to gain enough altitude but RD finally took a nosedive gaining speed quickly. Everypony placed hooves over their ears as RD came at an angle toward them. Charles looked in horror as she was heading straight for them. He ducked behind his car shouting to the others, but they couldn't hear him. He quickly bolted to them screaming to get behind cover as RD quickly gained more speed, the cone stretching over her light blue body as it neared its breaking point. It was to late, She had broken the cone, shattering the sound barrier just a few hundred feet away from them, an elegant rainbow following behind her. Charles braced for the wind as RD zoomed past as mach speed. Within a couple seconds the wind and loud explosion busted pass them, knocking everyone into the dirt. Charles got up coughing from the cloud of dust that was brought up from the dirt road by the sonic boom and wind.

"Holy crap! *COUGH* She actually did it." Charles laughed walking up to the seemingly tangible rainbow that was before him. He reached out running his hand through the almost solid rainbow, a warmth could be felt from it.

The other ponies picked themselves up from the dirt, dusting themselves off. Pinkie giggling the entire time. "WOW Lets do that again!" She laughed

"Oh please, let's not." Rarity complained as she shook the dust off from her coat and mane.

Charles walked back to the car as RD landed next to him. "See, toldya I could do it." She smirked.

"I guess you did, never thought I'd see that happen. Well, lets get going, don't need to waste daylight." Charles said trying to hurry them along.

_**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**_

Now I. Want. Criticism. Tell what you think. Oh and dont forget to like and all that Jazz.


	5. Inventing and Reconstructing

A few minutes drive later they arrived into the outside of town. Twilight mentioned that the roads, although not narrow, were well traveled in Ponyville so the ground would be rather rough to drive on. Charles pulled over off the main road stopping the car and letting everyone out. They walked through town receiving some looks from other ponys as they had noticed the human following close behind the small group.

The first stop was the blacksmith. Although he didn't create weapons, he did create a large assortment of other items that you would normally find for many different things. Steel wheels and shocks for wagons, metal hitches, nails, couplers. You would be surprised to see all the things he could make.

Twilight and Charles entered the shop, It was an open air shop just surrounded by a fence, a small gazebo type room over the fire pit, a smelter to one side and various other tables and tools around the area as well. A dark grey unicorn was at the anvil, using his magic to hold and strike a large piece of iron that he had just pulled from the coals sending spark's in every direction. Some bouncing off his blacksmith's apron and goggles. Just as his hammer hit and was about to raise again Twilight spoke up catching his attention.

"Mr. Irons, can you help us please?"

Mr irons stopped for a moment looking up at the purple pony and the human next to her. Unfazed he used his magic to place the iron he was working with into a large barrel of water, a loud hiss and steam escaping as the red hot iron met the water. Placing his hammer to the side table and raising his goggle to the base of his horn away from his eyes he walked silently over to the pair waiting patiently for him. He looked the human up and down then to Twilight, his expression neutral.

"Mr. Irons, My friend here is in need of some high quality steel, or stainless steel if you can manage it." Twilight said with a smile.

The blacksmith eyes went wide at the mention of high quality. He looked back to the human with a smile. "My boy, you must appreciate high quality to ask for stainless steel. It is by far the hardest and most challenging steel to make in Equestria. How much were you needing exactly? Do you have measurements?"

Twilight was shocked, This is the first time she had heard the blacksmith speak in almost 3 years. He usually just nodded and pointed to a board that had pricing on it to get his bits.

Charles proceeded to tell Mr. Irons what he was after and how much. Mr. Irons smiled widely, you could practically see little dollar signs in his eyes. After agreeing to a price the two left the shop and made way to the next shop.

AJ stepped forward as they neared the next shop, all to familiar with the shop keeper. Charles and AJ entered as the rest remained outside. Another Unicorn was inside the shop behind the counter.

The female unicorn that was dark blue with a light blue and white mane. She turned to the two hearing the bell ring as they entered. "Well good afternoon Applejack. Have we run out of mason jars already... OH MY!" She shouted seeing the human beside AJ, her magic suddenly stopping and releasing its hold on a couple large jars. Charles quickly moved forward grabbing them just inches before they could hit the ground and shatter. He gave a smile as he placed them onto the counter.

"Better be careful my dear, those 2 jars could have made quite a mess." He said giving one a pat on the side. Mrs. Mason stood in awe for a moment looking at the human then realizing she was being rude to her customers spoke up with a nervous smile. "Oh i'm sorry, were are my manners. Can help ya'll with anything?" She spoke in a light southern accent.

"Well ma'am, Im actually in need of a couple jars just like these two." Charles said placing his hand onto one of the two jars he had just caught. Mrs. Mason smiled at him pushing the jars toward him.

"No charge for you my friend." AJ and Charles gave an odd look. "Well if you hadn't caught them, I would be cleaning them up off the floor. So it's your lucky day. You saved us both on this event." Mrs. Mason said giving a smile.

"Well thankya kindly ma'am, I'll be sure to repay your kindness one day, So if you ever need anything don't hesitate to come see me next to Sweet Apple Acres." Charles smiled giving a slight bow as he and AJ exited the shop. Mrs. Mason waved goodbye as a bead of sweat rolled down her brow.

Exiting the shop they all gathered and headed toward Sugar Cube Corner, Pinkie Pie leading the way. Upon entering the shop the smell of many different types of cakes, pies, and other baked goods mixed into the air, causing everyone to sniff at the pungent aromas.

"Wow, Mr. and Mrs. Cake are really baking it up today. But who is watching the foals?" Pinkie said as she headed into the kitchen to find the shopkeepers. Upon entering pinkie noticed the frantic pace the Cakes were making in baking several item's at once. The foals were in a side saddle riding on Mrs. Cake.

"Hey there Mr. and Mrs. Cake. You sure are busy. What's the big rush? Need any help?" Pinkie said giving a wide smile.

"Oh thank Celestia, you're here Pinkie. Would you mind watching the foals for a little while? We have this huge order to take care of for a good customer and we are running a little behind schedule due to the foals taking our time." Mrs. Cake said as she bounded over to Pinkie.

"Sure thing Mrs. Cake, Let me just tell my friends, OH! I have a new friend with me today, he's from WAAAAAY out of town. Would you like to meet him?" Pinkie smiled as she took the saddle bags with the foals in them onto her back.

"Well sure Pinkie, Any friend of yours is a friend of ours." Mr. Cake said as he finished icing some cupcakes and heading out to the store front were the ponies and Charles were at.

"Hey Charlie! Mr. and Mrs. Cake would like to meet you." Pinkie beamed as she came into the storefront followed by the two. Mrs. Cake stopped in the doorway shocked at seeing Charles standing there. Behind her Mr. Cake bumped into her asking whats wrong as he looked over top of her seeing Charles as well.

"You'd be surprised how many times Charlie has gotten those looks today." Pinkie laughed

"Oh i'm so sorry dearys, I was expecting another pony, but i've never seen a being like this before. Please pardon my curiosity, Charlie was it?" Mrs. Cake asked apologetically.

"Charles, But Charlie seems to be the nickname ive been stuck with thanks to this little pink ball of energy." He said giving a smile and ruffling Pinkies hair, in turn making the twins laugh. "Oh and what do we have here?" Charles smiled kneeling and looking at the foals. They in turn reaching for him to pick them up. Charles smiled looking back to the Cakes, "May I?" The Cakes gave a nod and smile.

Charles was careful to pick them up, one in each arm. Charles played with them as Pinkie walked over to the Cakes. "The foals really seem to like him." She beamed.

"Uh Pinkie, Were did you say this Charles came from?' Mr. Cake asked as he watched Charles playing with the foals.

"Oh, he got swept into Equestria during the big magic storm, He's from another world entirely."

The cakes gave each other a nervous glance as they watched Charles play with the foals then realization hit as they had been wasting time on their order that was due not long from now.

"Oh no! We need to hurry! This order isn't going to fill itself. Pinkie take care of the foals, stay here also, we will be back in a couple of hours." Mr. Cake said as he and Mrs. Cake rushed into the kitchen. The sound of dishes and the shuffling of boxes could be heard as they made way out the rear entrance with all they had prepared.

"Awwwww, that's no fun, I wanted to take the foals with all of us to your house Charlie. But that's the Cakes for ya, Busy as can be and always worried about the foals." Pinkie frowned as she gathered up the foals that were tackling Charles on the floor. She made her way upstairs with the foals in saddle.

"Well those two were cute. Id like to see them again when Mr. and Mrs. Cake don't think I'm a monster." Charles sighed picking up the 2 mason jars and heading outside closely followed by the small pony group minus Pinkie Pie.

**XXX**

A short while later they had all made it back to Charles' home. Upon coming into view of his home he noticed a small van just outside with many different ponies walking around and even into his home.

Thinking the worst he pulled up to his home coming to a quick stop. As he was almost to the front door, out walked Celestia and another pony with a hardhat on. His features made him look a little rugged, a hammer and board crossed cutiemark was on his flank. "Whats going on here?" Charles said giving the princess a questionable look. She looked back giving a warm smile.

"I would like to formally welcome you to Equestria by fixing your home. It did receive some amount of damage during the storm. The work should be done by the end of the day. You have no worries my friend." The regal princess said smiling

as she walked around to his side standing as he watched the ponies work on his beloved home.

"I appreciate the offer princess but their are many other's that are far worse off than I. Some ponies have lost their home's or have also received damage. Even as a welcome gift from yourself I cannot accept this while others are either homeless or almost to that point from the damage. I may be new here in your world, but I am far from being first in line for this." He said as he gained the attention of everypony around. The princess' smile never left her face as she spoke. "Spoken like a true friend, but I didn't tell you the rest. You see I have every working party available in Equestria working on homes far and wide, Rarity's home and boutique will be finished in just under a couple of weeks. The Library is being worked on by a group of nature specialist ponies that help plants grow at a rapid pace. It shouldn't take more than a few day's to finish the Library. Applejack has many friend's helping out on her farm as well from being everyponys savior with her apple cellar." Celestia beamed.

Charles was taken aback by this and kneeled at her feet. "I'm sorry princess, please forgive me. I was just..." He was cut short by the princess this time.

"Just thinking of everypony else's well being before your own, Yes I know. Please never let that part of you die or become clouded young one. For it will always bring joy to yourself and those around you. I must go now, there are many more places I must visit before Equestria has been repaired. If you need anything please do not hesitate to ask, One last thing before I part ways, Here, take these bits. If you are going to stay here in Equestria, this should help you get started along the way." Celestia smiled as she pulled a large bag of bits from a saddlebag on her side. placing it in Charles' hand's. She walked up to him whispering into his ear, "I will give you a weekly allowance until you have settled into Ponyville and have acquired a job locally or of your own accord. Please don't hesitate to contact me for any reason, even trivial ones." She said, a hint of bashfulness behind her voice as she nuzzled him gently then moving back spreading her wings and launching

herself into the air, disappearing out of sight in a flash.

Charles stood there dumbfounded. as he looked into the bag of bits and at the ponies who worked tirelessly to fix his home.

AJ couldn't help but look into the bag as well. "Land sakes! The princess must really like you to give you that many bits. Why that's at least a Cider days worth."

"Oh my! With that many bits you could not only fix your home, but build a brand new one just like it next door." Rarity swooned

"Heck yeah! Or go see all the Wonderbolts shows for the next ten years." RD piped in.

"Or open a animal hospital." Fluttershy beamed.

Charles was overwhelmed as he sat down under an apple tree near his front porch. Closing the bag up and setting it to his side. He closed his eye's resting against the tall tree. He opened his eyes seeing the girls staring at him.

"Whats wrong sugarcube?" Aj spoke interrupting his thoughts.

"Not a thing, "I've just realized that Ive found a home in a place alien to me, and ive never been happier than I am right now." He said pulling the group into a hug. Mixed squeals and giggles could

be heard as Charles pulled them into a loving hug. "This is it," Charles thought to himself. "This is the fresh start I was looking for."

A/N: This is not the end of the story, I have a LOT more planned for the future and have many other chapters written and ready to publish (minus the editing of course) So stick around for the next chapter which will be out on Saturday around 4pmish eastern.

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_**P.M. Me if you want more. I will do it If that is what you want.**_


	6. Repairs with a side of NUDITY!

A few days passed and the work slowed on repairing Charles' house. Minor things were all that was left, things Charles insisted on taking care of himself, reminding the work ponies that their skills were needed elsewhere. After agreeing and thanking him for his hospitality, they packed up and headed into Ponyville. Rarity and Twilight were still guests at his home, Twilight's stay would soon end as her home at the library was almost finished. It would be another couple days before it was fully regrown and repaired. Rarity's home would take another week at least if not a little longer to be finished. During both of their stays however, they had grown to know Charles and more about his home world. He had shared countless amounts of knowledge with them through books, technology, crafting, and even cooking. Charles had also finished his energy supply that would power his home. A small generator that would put out just enough electricity to run a few lights and other devices

in his home. He was pretty much set for the time being until he could fix a new power supply that would take less work to keep running.

The morning broke out like the rest, Rarity would get up early to make the breakfast for the three of them, Twilight would always have a book next to her that she had pulled from her guest room that looked like a library in itself. Charles would do the dishes as Twilight continued reading throughout the rest of the day. But what about Rarity? What did she do?

Breakfast had been finished and consumed, the dishes done and everything cleaned up. Charles had thanked Rarity for the wonderful breakfast and had gone about his business to finish repairing the small things around the house left for him from his asking. Rarity had decided that it was high time she did something besides clean around Charles' home. She had already made everything pristine.

The house had never seen such a scrubbing it had endured from Rarity during her stay there. She found everything so boring for the time being so she decided to go and check on Charles.

Charles was outside nailing a few boards to the side of his home, He sat on the edge of a scaffolding that had no boards across it, he had used the last board to mend the wall and was sitting on a narrow cross bar. He wipe away the sweat from his brow, his shirt tossed to the side from all the perspiration that had soaked it. Rarity had walked around outside toward him hearing the hammer connecting with the nail as it was driven into the board. she came around just in time to see him land the last few strikes into the nail driving it home into its now permanent spot inside the boards. He wiped away sweat from his brow again, his sight catching a glimpse of the ivory white pony as she stood there staring at him quietly. He gave a smile to her.

"Whats up Rarity? Come to watch me? Or are ya just that bored?" He laughed seeing her ears lay back in embarrassment, her cheeks flushing a light pink.

"Well darling, I just can't seem to find anything to do? Your home is practically dust free and very well organized, except Twilight's room which will stay a disaster until she goes home and I can straighten and organize those dusty old books. Other than that, I'm fresh out of ideas."

"How about helping me? I only like a few more minor things to do and the house will be finished. It does require some physical labor though." Charles smirked knowing Rarity all to well now. She hated to get dirty or sweaty. The last thing she would want to do is physical labor, but since this was the last thing to actually do around the house, he felt like taking a shot in the dark and asking her anyway.

"Ugh, physical labor? Mwah? It and I simply do not mix darling. I would hate to stain my coat or even ruffle my hair. Do you know how long it takes me to style my mane this way?" She said as she pressed a hoof to her mane bouncing it gently. Her nose stuck up into the air as if she were better than to get physical at all.

Charles gave a heavy sigh and fell backward's turning upside down on the scaffolding. The bend of his legs holding onto the bar that was previously his seat. He was now in direct eye contact only a foot from Rarity's face. She gasped at the sudden change in perspective and to how close Charles's face was now to hers. She stood frozen. Charles crossed his arms giving her a defiant look.

"Now listen sweetheart, life ain't all daffodils and daisy's. Sometimes you WILL have to get dirty, and honestly its quite fun. You'll never know what true fun is until you try out something new, or even gotten dirty from doing something silly to just make someone laugh."

Rarity locked eyes with Charles for what felt like an eternity, she gave no response until he began talking to her again. "Hey. You in there sugar?" Charles cocked an eyebrow as he reached out to pat her cheek to knock her out of her daze. Rarity gave a surprised squeal as the hand touched her cheek bringing her back to the real world. "EEEEEK! Oh my goodness, I'm so sorry, I must have ZONED out there for a moment as it were."

Charles gave a loud laugh as he flipped upright off the scaffolding, kneeling down to eye level with Rarity. She stood there still locked to Charles' big green eyes. He stayed there waiting for Rarity to say something until almost 2 minutes went by without word.

"Rarity." Charles began which snapped her out of her stupor. "You've been staring at me for almost two minutes now. Got something on your mind darlin?" He smirked Rarity gave a slight whinny of surprise, her face turning a bright red as she broke eye contact with him turning to the side closing her eyes and walking off in a huff.

"I was not staring, I was simply *OOF*" she walked right into the side of the house stumbling back. She gave a hard sneeze sending a small blood splatter onto the wall of the house.

"Oh crap, are you OK? Aw nah, you've gone and bloodied your nose. Come on inside, ill patch you up." He said as he took a clean rag from his pocket and started to press it to the white unicorns nose.

"Ahm qwuite awright tank you." She said as she began to move her snout away from the rag, it only following her movements trying to stop the blood from moving from her nose to her coat. Charles stopped kneeling down in front of her again, his other hand snapping up and grabbing her head gently yet forcefully holding it still as he looked into her eyes causing her to freeze.

"Listen! We need to stop this bleeding or your going to stain your coat orange for the next week, and I really don't want to hear you complain that long about an orange spot on your mane, coat, or whatever else, understand."

Rarity gasped as she was forced to be still under the humans hand, his eyes penetrating hers and causing something to stir deep inside her. Never had she been so forcefully told what to do. Or even been forcefully held against her will. The exhilaration was intense, Her heart raced at this new sensation. She simply nodded taking hold of the rag with her magic and following Charles into this home.

After some scrounging around he located his first aid kit, taking out some gauze and moving into the living room, taking a seat on the couch. He patted the spot next to him telling Rarity to sit next to him.

"Oh pweese, I am NOT some wap dog for you to..." She was cut short as Charles snapped his fingers.

"Now missy!" Rarity gasped, again being told what to do for the second time in a row, by some human. She didn't know how to react so she gave in, hoping up onto the couch placing her forelegs over Charles lap and letting him administer first aid. He raised her nose up just enough so that the blood would stop flowing out and begin to clot, the rag held gently onto her nose. He could feel her warm breath escape her mouth as he continued. She watched in silence as he held her nose gently, all the time thinking about before when she had been forcefully held and told what to do. This time it was nothing like the diamond dog incident. This time it was from someone that she knew and lived with while her home is being rebuilt. She questioned herself again and again about what this feeling could be. Then she realized what it was. She felt affection toward this human, not just friendship, but love. She sat quietly, not realizing it but she had rested her head onto his chest. His other hand resting across her shoulders. Her nose was now pressing upward under his chin, his other hand still holding the rag to her nose. A short time passed and she felt she could breathe through her nose again. She opened her eyes seeing her position and started to panic. She didn't move though as she noticed his eyes closed as well, his hand to his side with the bloody rag still in it. She could smell the stench of sweat as it had dried on him. But for some reason it didn't make her withdraw. She could actually smell him, his hard day of work in the sun, all the hours told in his messy stench. She didn't think of it as repulsive, but as being part of who he is.

Something she wanted to stay with her.

"Rarity, Charlie? Were are you guys?" Twilight's voice announced as hoof beat's could be heard on the hardwood floor upstairs, making Rarity jump in surprise, snapping her out of her daydream, which in turn woke Charles up from his nap.

"Huh? Wha... Oh man. I must have fallen asleep. I'm sorry Rarity." He said bringing his hand up to rub his eyes.

"I'm not." Rarity said giving a girlish giggle.

"There you two are, What have you two been up to? And what is that smell?" Twilight said as she pulled a hoof up to her nose trying to block the smell and giving a disgusted look.

"That would be me." Charles said as he heaved his large frame upward from the couch, walking up the stairs toward the restroom.

Twilight shook her head as she jumped onto the couch next to Rarity. Rarity moving over into Charles' previous spot laying down. Twilight gave her an odd look as she began.

"Uh you do realize that he is stinky and you just laid down were he was sitting right."

"Oh he doesn't stink darling, its just part of who he is." Rarity began but realized that she wasn't acting herself, jumped from the couch walking by Twilight.

"Woooo, you smell just like him. What were you two doing to get all sweaty?" Twilight began then automatically Thought the worst.

Rarity stopped in her tracks, knowing what Twilight was going to say.

"You two didn't..." She was cut off.

"NO! Heavens no... I injured my poor nose earlier outside and he simply demanded that he help me stop the bleeding. during the whole fiasco we... fell asleep... on the couch."

Twilight's facial expression went from shock to awe then realization. She knew that there would be no way that Rarity would give into the demands of anyone that smelt that bad unless...

Again Twilight's expression changed from thought to bemusement as she began.

"You... like him... don't you?" She said giving a slight giggle knowing Rarity can never hide a secret when she is called out on it.

"What do you mean? I am most certainly not!" She stated in panic backing up from Twilight next to the couch as she closed in, only stopping once her rear hit the side of the couch. Twilight pressed closer to Rarity's face an all to knowing grin across her face as she looked at Rarity in silence.

Rarity listened for a moment hearing water run from in the restroom, the signal she needed to hear to tell her that Charles was in the shower and away from what she was about to say.

"Twilight you can NEVER tell him this, or anyone else. Pinkie Promise it!"

Twilight's eyes lit up as she burst out. "AHA! I knew it!" She laughed hopping around the room.

"Twilight please. You simply must not tell Charles of this. I don't even know if I should tell him." She said withdrawing disappointingly onto the couch.

"Rarity I promise I won't say anything. But if you have feelings for him, you had better step forward and do something about them. If he doesn't know then you'll never know what might come of this, good or bad." Twilight said giving her a hug.

"Oh Twilight. Thank you, Now don't act any different from before, I don't want him to know just yet." She smiled hopping off the couch and trotting happily into the kitchen to prepare dinner.

"I just hope he feels the same way." Rarity thought to herself as she opened the fridge to try and figure out what to make for dinner. After looking through many different items she couldn't decide what Charles might like so she made her way upstairs and knocked on the bathroom door.

"Yea?" came a voice from inside.

"Charles dear, what would you like for dinner?" Rarity asked

"What? Cant hear on in." He yelled over the running water.

Rarity gasped for a moment, her face turning a bright red as she took hold of the doorknob with her magic, slowly opening it and making her way into the bathroom. She gazed at the silhouette of Charles in the shower behind the shower curtain, scrubbing away the grime and dirt that had accumulated on him during the days hard work. She placed a hoof to her mouth trying to hide a girlish smile as she couldn't take her eyes off of the scene in front of her.

"BOO!" Twilight had snuck up behind Rarity watching her stare a hole through Charles in the shower as she stood just inside the bathroom entrance.

"WAAAHAHAAAAAAHA! Rarity screamed turning around to see Twilight grinning like mad.

"What the hell was that?!" Charles yelled flinging open the shower curtain some soap still on his showered frame as he stared shocked at the sight before him.

He hadn't really realized it at first until he noticed Rarity and Twilight both staring at him, Their eyes ran from his face down and then stopped. Rarity's face burned red hot, she couldn't take it and fell over sideways out cold. Twilight on the other hand gave a smirk, her face slightly red as she spoke. "So that's what a human's..." She was cut short as Charles pulled the curtain closed around his midsection. "HEY!" He laughed his face turning red.

Twilight just laughed as she went over to Rarity giving her a gentle nudge to try and wake her, Rarity's face wore a serene smile, her eyes closed and her face a deep red. Twilight gave a sigh and nudged her again, still no response. She looked back up to Charles who was starting to turn a normal shade of color. He gave a sigh and reached for a towel pulling it into the shower as he turned the water off. He stepped out of the shower with the towel wrapped around his midsection giving Twilight a chuckle as he kneeled down to pick up Rarity. He picked her up and slowly made his way out of the restroom toward Rarity's room. Twilight gave an evil smile as she walked behind him. She knew that Charles wouldn't drop Rarity

no matter what so she decided to have a little fun.

Using her magic she grabbed the towel were it had been tie tucked and slowly pulled it free with each step Charles took. Upon the sixth step she let her magic go and watched as if in slow motion the towel fell from around his waist. All that could be seen was his backside. He let out a small gasp and stopped looking over his shoulder to see Twilight's face turning a bright red, a smile spread across her face. Charles couldn't help it and started laughing hard as he began to walk again. Twilight gave a chuckle as they walked into Rarity's room. Charles placed her gently on the bed and pulled away brushing her hair out of her face. Twilight kept staring intently at Charles from behind him. He turned around without thinking and almost bumped into her.

Now keep in mind she is just around three to three and half foot tall so she is almost in perfect height to Charles waist. Twilight gave a small gasp as he eyes were fixated on the sight before her. Charles quickly moved his hands to in front of his groin as he began turning red again.

"I bet you two planned this didn't you?" He smirked as he walked past Twilight, and toward his room. He stopped just inside his room and looked back catching Twilight's gaze. She gave a smirk as Charles gave his butt a little wiggle and closed the door. Twilight fell over laughing in the hall.

"Well at least he isn't too shy around us." She thought to herself still laughing.

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I'm willing to post two chapters a day IF you guys want.


	7. Drunk PRINCESS?

Rarity awoke after hearing the thud of Twilight hitting the floor and the ensuing laughter. "Huh... wha?" She said groggily as she sat up in her bed. She shook her head to get that fuzzy feeling to go away.

"Twilight what ARE you laughing at?"

Twilight gave a snort between laughing as she stood up and came to Rarity's bedside. She looked up to Rarity who was giving her a questionable look. Twilight slowed her laughter enough to tell Rarity what had went on while she was out cold.

"And while he was carrying you to your room his towel 'accidentally' fell off while I was following you two."

Rarity gave a shocked expression turning red again.

"He stopped for a second, looked at me, did a little wiggle, then went into his room, You know, he does have a very nice... rear." Twilight giggled.

"How did his towel fall off though? I'm sure he would have made it tight so that he wouldn't need to hold it." Rarity exclaimed

Twilight gave a little giggle pointing toward her horn.

"No... You didn't?!" Rarity smirked in shock.

"Yep." Twilight laughed.

"Well if I had known you two were so curious about my body before we may have been able to work up a mutual agreement." Charles laughed from just outside the doorway. Both of the girls gasped turning toward the doorway as Charles walked in fully clothed, a sly grin on his face.

"Oh my gosh...did you...hear all of that?" Twilight gulped nervously.

"Hear what? That you magically removed my towel to catch a gander at my behind? Noooooooo didn't hear that at all." He laughed. sitting down on the bed next to Rarity causing her to blush again

"I'm... sorry about that...I don't know what came over me." Twilight said laying her ears back in shame.

Charles laugh reaching down and picking up Twilight, placing her on his lap. She gave a small whinny of surprise.

"Now listen you two. Just because I'm a different species doesn't mean a thing. I understand you girls are curious about me and all because... well... I'm the only human on the planet."

He trailed off for a moment looking out the window realizing for the first time that he was the only human on the planet and would remain the only one until the day he died. He let out a sigh and forced a smile on for the two.

"So I guess that means if I ever want to be happy, I'm going to have to keep all of my option's open. But it's going to be hard to find someone who feel's the same way." He said as he gave Twilight's head a ruffle making her giggle.

"You two are the only ones I've spent any time with so far. I would like to get out and meet the community and other ponies so I don't feel like some invading monster here in your world." Twilight jumped down from his lap looking back up to him. "You're no monster, and I'm sure plenty of ponies out there would be your friend in time. You just need to get out more, and walk around town."

Charles gave a smile, wrapping his arm around Rarity causing her to squeak. "OK then. How about we all three go out to eat tonight instead of cooking? I still have that huge sack of bits the princess gave to me a while back, I don't think she would mind if I treated all of us to a nice dinner." Rarity gave a small gasp looking up to Charles, a smile spread across her face.

"I know just the place darling."

The others smiled as Rarity began to describe a little diner on the outskirts of town.

**XXX**

They arrived shortly after a brisk walk into town, making there way to the small Diner. As they rounded the final corner, the diner came into view, as did a large white Alicorn that was walking toward her chariot.

"Celestia!" Charles yelled catching her attention. She quickly turned around seeing Charles walk up to her.

"Hey there. What are you doing in town Princess?" Charles smiled Celestia's cheeks turned a light shade of pink as she began.

"I was in Ponyville talking with the mayor about the cleanup and repairs. I have been rather busy as of late, traveling to many different cities to see how they are fairing. It has been rather exhausting but I will be heading back to Canterlot to rest and have a nice meal." The princess gave a tired smile as she explained.

"Twilight, Rarity and I were heading to that little diner to grab dinner. If you would like, your welcome to join us." Charles smile as he gestured to the small diner across the street. "Your guards can join us as well if they would like." He said waving to the two guards getting latched up to Celestia's Chariot. They stopped overhearing this and looked at Charles, then to the Princess. Celestia gave a big smile turning toward the diner as they walked.

Upon entering all eyes fell on Celestia and Charles as they chatted away. After taking a quick seat in the far corner from prying eyes they began chatting as they waited for a waitress to take their order.

"So traveling around Equestria to check on how the work is going, fixing up everything must be a long process." Charles inquired pulling out a menu and browsing through it.

"It is quite a feet to travel to check on the progress yes. But making my way home is always nice. Being the princess is rather hard at times, but I manage." Celestia smiled, levitating a menu in front of her.

"So princess, how has your travels fared? Are the places you've visited doing well in their repairs?" Twilight inquired as she glanced through her menu picking out what she wanted rather quickly.

"It has been interesting to say the least. Most of my stops have been helpful to the communities as some were in terrible discord, while others working in harmony. But, let us not speak of my travel's. I am more interested in how you three have been during your stay with our new resident." Celestia smiled at Charles while speaking.

"We have been doing very well Princess. Charles has been more than hospitable in our stay, you could say that we've grown to be a family in so many words." Rarity cooed giving Charles a wink.

"Ahem, yes, we have grown close since our stay with our friend here. It has been interesting. He has so much literature in his home that I still haven't finished reading it all." Twilight coughed toward Rarity's comment causing her to blush slightly.

"Well I'm very happy for you three. I remember when you first arrived here in Ponyville Twilight. It took you a very short time to find friends so I had hoped that Charles here could find his way into your friendship circle as well." Celestia smiled.

The waitress came up after the short conversation, taking down orders and heading back into the kitchen. The conversations carried on as they waited for the food to arrive. Within minutes the food had made its way out and onto the table. Everyone dug in, including the princess who seemed rather famished.

"Oh my, this is delightful. I haven't had such a tasty meal in some time." Celestia smiled happily enjoying her dinner.

Charles and the others smiled seeing the princess so happy and relaxed. The guards were sitting on either side of the booth to keep watch while also enjoying their meals.

A short time later after everything was finished they sat back into their seats as the euphoria of the meal crept slowly over them. Their bellies full, their minds at ease, and in the presence of friends. This was a perfect evening. Charles raised his hand for the waitress which in turn grabbed his companions attention.

"Are you making another order Charles?" Celestia inquired.

"Well I was going to ask them if they served alcoholic beverages since I didn't see a spot on the menus for them. But if they don't that's alright." He smiled

Celestia looked inquisitively at Charles, as did his other friends and the two guards. "So you drink then?" Her face turning away slightly sad.

Charles wasn't paying her much mind as he waved to the waitress who finally saw him. "I drink seldom, if at all. I usually do it to help clean my kidneys and that's maybe once a month. I've never really gotten drunk before because I cant stand the taste of the stuff. So in short no, I don't drink except for when it calls for it. Maybe on occasion with a group of friends. But other than that, no."

Celestia beamed at Charles hearing this, She was worried that this new human could be an alcoholic but his answer proved to turn this thought into dust. The waitress came over to the table asking what they needed.

"Well I was wondering if this diner served any hard drinks." Charles asked.

"We have a very small selection to choose from as it's not really a highly demanded thing around here. What would you like?" The waitress smile handing him a drink menu that pretty much looked like a business card with only 5 drinks on it.

"Hmmmm I'll have an Apple Cider. How about you girls? Want anything?" He said showing them the card.

Twilight and Rarity gasped for a moment looking to one another then the princess. Celestia looked to the waitress and smiled, "I'll have one as well." Rarity and Twilight smiled and placed their order for the same drink as well. The waitress looked a little shocked seeing that the princess had actually ordered a drink but went on to another table as they began talking again.

"Princess, I didn't know that you drank." Twilight whispered toward her.

"My faithful student. Just because I am royalty, does not mean that I cannot cut loose once in a while." She laughed.

"That's the spirit Princess. Never let life get you down." Charles gave a hardy laugh causing the rest of the group to laugh with him. As the laughing died down the drinks had been brought out to the table. Each one of the group took a mighty gulp of the Hard apple cider then set the drinks down giving a loud contented sigh.

"This doesn't taste even remotely like any alcohol I've ever tasted. It tastes just like normal apple cider to me." Charles said raising an eyebrow at the drink.

"Are you kidding? This is some potent stuff." Twilight said giving him an annoyed look. "This is made by the apple family. However it may not taste to much like alcohol it still has the same effects. So I would suggest watching your intake."

"My this cider is simply marvelous. I do say, Applejack may have made her best batch yet." Rarity smiled taking another long drink emptying her mug completely. Twilight joined her as did the others finishing off the drink in record time. They sat quietly for the next few minutes as the cider kicked in. Charles just sat their wondering when he would feel anything but it never came. However the three ladies at his table just sat back smiling quietly. A small hiccup or giggle would escape them as time went by. After a solid 10 minutes the girls were chatting away with a slight slur. The princess kept her composure as best as she could in the presence of everyone. Charles just gave a slight chuckle seeing that they were all lightweights. After a short while Celestia spoke up to the group as she stood up with a slight wobble.

"I'm afraid that I must head back to Canterlot my little ponies. *hiccup* I do not wish to have the public see me in such disarray. *giggle* So if you would excuse me I shall be going."

The two guards rose up, walking on either side of the princess and exited the building. Everyone watched as she climbed onto her chariot and her guards took off pulling it toward Canterlot.

Charles turned around seeing the waitress coming up to them. "Your check sir." She smiled. He looked at the check seeing it was 300 bits. "He gawked at the tab for a moment and started counting out the big gold bits. Twilight stopped him though at four gold bits. "That should take care of it Charlie *hiccup*"

"What do you mean. The check said 300. This is just four gold bits." Charles inquired. "I forgot to tell you about our currency calculations. Its like this. A single bit is made of copper, ten bits are a single silver bit. and a hundred bits is a single gold bit." She said giving a drunken smile. Charles then realized exactly how much the princess had actually given him. He handed four gold bits to the waitress.

"Sir, you gave me to much." She began as she started handing a single gold bit back.

"Its a tip my dear." He smiled getting up with Twilight and Rarity who stumbled a little following him. He smiled to the waitress as they all left.

The waitress walked into the kitchen in shock. "Whats wrong there Plum?" A dark grey pony in a cooks outfit said looking through the order window. She stuttered slightly as she spoke.

"You know that new human that got pulled into this world? He just gave me a gold bit as a tip." Her smile grew huge as she hopped around excitedly. The cook just looked at her in shock. Most ponies make roughly four bits an hour plus tips in the restaurant business, and this was at least a 2 days pay for her.

_**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**_

I will post one more and then I will stop for the day, 'kay. P.M. If you want more.


	8. MOE LESTER

Charles had finally made it back home but ended up carrying Twilight as she had passed out from her drink. He carried her upstairs placing her on her bed and pulling the covers up onto her. She mumbled quietly still asleep turning over and grabbing a book pulling it to her chest. Charles couldn't help but smile at how cute this was as he exited and made his way downstairs plopping himself onto the couch, his arms outstretched to either side of him along the top of the couch, his head lay back as he relaxed. He was slightly startled as Rarity had jumped up onto the couch and leaned up against his chest. sitting down next to him. He just smiled and gave her a loving hug.

"Mmmmmmm, this is nice." She cooed nuzzling under his chin along his neck. Charles pulled away slightly at this looking Rarity in her big sapphire eyes.

"I think its time to head to bed." He said giving a soft smile.

"Oh my, and on the first date?! I'm shocked." She said as she trotted up the stairs stumbling on a couple as she made it half way up and stopped, looking back to Charles.

"But not unwilling." She said giving him a seductive look.

Charles gave a heavy sigh and headed upstairs to Rarity's room seeing her splayed out on the bed in a seductive pose.

"Rarity" he began. I'm kind of... surprised at the way your acting. I didn't even get a buzz off of that one drink and your acting as if you've had maybe four or five beers, and that's for a lightweight who drinks occasionally."

"Oh pish posh, I've never *hiccup* been more level headed in my life. I've just come to realize what a catch you are and i'd like you to be mine is all. Why? Do you object?" she continued to stare seductively at him as she rolled over onto her back, her mane stretched out over the bed. Charles walked over and sat on the bed just near Rarity's waist. Her cheeks flushed bright red as she looked up at him.

"Rarity, as much as I would like this to happen, I cant let it. Not with you in your current state. I know that we would both regret what would happen in the morning when we are both awake. Even if you didn't remember what happened, I still would, and I couldn't bare facing you again if I let this happen. I'm sorry Rarity, but if you do have feelings for me then we could discuss them later after you've sobered up." Charles stood up heading out the room heading toward his own room. He stopped just before Twilight's room as he heard hoof steps on the hardwood floor, turning around he was tackled to the floor by Rarity. She managed to lay down on his chest looking deep into his eyes. She gave a girlish giggle.

"Now stop playing hard to get Charlie. You know you can't resist the Ivory Seductress." At that she leaned down quickly kissing him hard, her tail wiggling back and forth along his groin. Before Charles could react to the kiss Rarity went completely limp falling flat onto Charles' chest and stomach. She had finally passed out from the alcohol she had drank earlier. Charles lay there dazed looking at Rarity. She gave a quiet snore making him laugh quietly.

"I sure hope she doesn't remember doing this in the morning, it will end up making this weird." He said to himself as he sat upright pulling Rarity into his arms. Standing up he took her to her room and tucked her in. The small snore never leaving her as she quietly lay there. Charles went back to his room and hopped into bed. He lay there quietly staring out the window seeing the beautiful stars outside. His hand came up to his lips as he thought about his first kiss here in Equestria. Even though it was sweet, it still came from a drunken pony that could talk. He smiled, his eyes closed as he quickly found sleep hoping the next morning wouldn't be strange.

**XXX**

Charles awoke the next morning hearing a light snore. Rubbing his eyes he looked around. "Did Rarity snore louder last night after I put her to bed?" He said looking around but stopping when he felt a light shuffle in his bed. He turned quickly to see Rarity under the covers, still snoring lightly.

"Oh crap." He said as he pulled the covers off himself slowly trying to get up without waking her. Unfortunately Rarity woke up from the shuffle of Charles trying to escape. Her eyes went wide as Charles was just getting out of the bed.

"Oh no!? Charles?! Whats going on?! Why am I in your bed... with you?" She said, her entire head was now burning brighter red than ever before. Charles gave a sigh and looked back to her.

"Well you must have snuck in here last night after I put you in your bed. You were fairly drunk and passed out."

"Drunk?! Mwah?! I highly doubt that. I also doubt I would just stroll on into your bed." She groaned rubbing her head from the throbbing it was doing.

"Well its true. Plus don't worry. I was a gentlemen when you started coming onto me and refused your advances. I'm not about to take advantage of a good friend when they have had just a bit much to drink."

"I... came onto you?! Yet you didn't accept my advances? I... I really appreciate your honesty darling, and your chivalry. Most stallions would have had there way with me." She gave a pout looking away.

"Well I couldn't avoid one advance." Charles laughed.

"Oh Celestia! What did I do?

"You tackled me, then kissed me. I can't help but wonder if you actually have feelings for me though after that. I'm not going to ask you though... because... I'd be flattered and all... but... from prior experience in my world, that's not what happened in the long run."

"Oh my... um..." She began but everything stopped as a loud rumble came from Rarity's stomach. "Well, I can't think on an empty stomach. How about you?" She said as she jumped out of bed making haste downstairs and into the kitchen. Some noise was being made as she began to gather everything to start breakfast.

Charles gave a heavy sigh as he walked out and into Twilight's room. He sat down on her bed quietly and started thinking. He sat there for a good ten minutes before Twilight spoke up.

"So I take it your morning isn't going so well huh." She yawned.

Charles jumped a little snapping his head around to her. "Uh... What makes you say that?"

"I over heard your little conversation a few minutes ago. Rarity may be a little odd at times, but she has a very hard time talking to others about her feelings."

"So do you know what happened last night?"

"From what I heard in there from you two this morning is all I can think of. I was out cold last night. Don't worry about Rarity. I'm sure she'll come around to talk to you about whats on her mind eventually. Until that day comes though, lets get some breakfast." She yawned again hopping out of bed following Charles downstairs to the kitchen for a nice breakfast.

XXX

Breakfast had gone by smoothly. Charles and Rarity didn't speak about the prior events and had just sat down to eat. If anything needed saying then it could wait until later that night before bed.

After breakfast Charles had made his way into his study downstairs to catch up on some reading. It had been quite a ride these past few weeks and he really needed to sit down for a breather. He pulled a book from his desk that he had been reading on in the past few weeks but never really had time to read more than a few pages before something came up. He lay back in a large plush chair made of leather. A window to his left letting the sun shine through. A large desk in front of him. All around the walls of the room were various book cases holding countless books. To the far end of the room sat a plush couch made of soft cloth. Various objects littered the room that would be considered art in his world, but here, maybe not so much. Time went on while he flipped page after page of the book his nose had found its place in.

"Charles? Where'd you go?" Twilight yelled from in the living room.

"In here." He called from his study.

Twilight took a minute to locate the room as the door was hidden behind the staircase to the lower left of the living room. She hadn't been inside this room during her entire stay at his home.

"Well this is...amazing!" She said walking into the room seeing a plethora of books all around her. She finally found Charles sitting at his desk reading a book and walked over to him.

"I'm astonished that your home has so many books. I've only managed to read maybe 30 books while I've been here, and now I find this room filled with even more books!?" She squealed happily dancing in place. Charles had set down his book giving Twilight a smirk seeing her so happy.

"Did you need something Twi? Charles asked giving her a small chuckle at her antics.

Twilight raised a hoof in the air to begin, her face still having a slight smile on. "Im happy to announce that my home shall be finished tomorrow." She smiled happily

"Wonderful." Charles said in a saddened tone. His hand rubbing the back of his neck. Twilight looked at him curiously.

"Whats wrong? I thought you'd be happy to finally get some peace around here with one less pony around." She smirked

"Not really. I've... well... grown accustomed to your and Rarity's presence here. It's nice to have someone to talk to. Even when I'm doing something else, I always enjoy a good conversation with one or both of you girls. I'm actually sad to see you leaving so soon." He looked away a little embarrassed by what he had just said. Twilight came over to his side looking up at him intently. He smile reaching over to ruffle her hair a bit. She gave out a slight giggle looking back up to him through the hair that was covering most of her face now. Charles gave a loud chuckle.

"So... what kind of books do you have in here? Most of the books in my room seem to be nonfiction books." She asked looking around the room.

"Well, most of the book's in here relate to a lot of my work. They are mainly reference books about technology, science, biology, or anything relating to earth science. I use them mainly to help me think up ideas of something to invent. But considering I'm in a word filled with magic now, I doubt many of the things I have come up with would be useful here. Magic seems to be the main thing to help others out here. But you never know. I might run across a rare opportunity to actually be useful in producing something everyone can use."

Twilight sat there looking dreamily at Charles. He wasn't paying much mind as he looked around to various books during his mini speech.

"Your an inventor?" Twilight squeaked

He smiled looking back to her. "Well I wouldn't say that. I've come up with many ideas for things but never had the chance to build anything. I'd still like to, but considering how much technology your world lacks. I seriously doubt I would have the means to build anything though. Maybe some of the less techy items but nothing elaborate."

Twilight's cheeks flush a light red as her demeanor began to change talking to Charles. "I... I'd be willing to help, but I would need to read up on some of the subject matter that you've already read to get up to speed. Charles couldn't help but smirk at Twilight's reaction to the whole situation. He picked out some pretty advanced books regarding physics and aerodynamics, handing them to Twilight who quickly sat across the room on the couch to start reading. Time went by as they sat quietly reading until they heard some frantic hoof beats outside. Charles looked up from his book to Twilight and vice versa. Without a word they made way into the living room just as Applejack burst through the front door panting heavily.

"Ah need help!" She yelled seeing the two standing there. Without a word they followed AJ back to Sweet Apple Acres, as they ran though, AJ began. "Applebloom is in trouble. We were in the barn moving some hay bales when a stack went sideways and hit the barn wall. We didnt think much of it at the time but it broke loose a support beam and cause the whole thing ta collapse. I managed to jump out of the way in time but Applebloom is inside. Ah can't do this without help. Big Macintosh and Granny Smith are out there trying ta find her now." She cried, tears falling from her face.

They reach the barn quickly. It was a 2 minute sprint from Charles' home but still it had taken its toll on him. He bent over catching his breath as he heard a voice from inside the rubble of the barn.

"I heard her!" He said finding a new vigor of energy as he sprinted around the barn to were he though he heard the voice. He called out to her hoping to hear her voice again. After a minute he heard a small cough and a weak voice.

"Ahm here" Applebloom spoke as loudly as her little voice could. Charles looked around trying to find a point of entry. He didn't want to walk onto the fallen barn itself as it could further injure the pony inside under it. He yelled back to the others. "She's over here!" Everyone came over to the spot Charles was at looking also.

"Applebloom! Are you ok?!" AJ yelled. A minute went by and nothing happened. No sound came from inside.

"NO! Shes suffocating inside there!" Charles yelled in a panic as he reached down to the side of the fallen barn and began to lift with all of his might. The barn weighed more than either Big Macintosh and AJ could lift together. They sat back as tears filled their eyes and fell to the ground. Granny Smith was at their side trying to comfort them.

"Twilight!.Do you know a spell that can increase my strength?!" Charles yelled as he kept trying to lift the barn.

"Y-yes, but its extremely dangerous. It might kill you due to its side effects or..." She was cut off by Charles.

"If you know it, cast it on me! I don't care about myself, We need to save this pony under any circumstance!"

Twilight was hesitant but cast the spell. Charles cried out as pain erupted from his body, every fiber in him was on fire. But slowly a creak was heard, then another. Some snapping could be heard as the barn slowly began to lift up. He pushed the barn up and propped it onto his left forearm, using his right arm he swung with all his might punching the boards repeatedly on the side of the barn. Finally he broke through after the fourth swing and pulled a board loose. "Twilight. Get her out of there!" He cried out.

Twilight came up to the hole looking around inside. She finally saw the top of Appleblooms head just under a couple hay bales. She used a telekinesis spell to move the hay bales and pull Applebloom out of the barn. Charles looked around seeing everypony out of the way and dropped the barn with a loud thud. Applebloom wasn't breathing when Twilight set her down. Everyone started to cry except Charles. He managed to crawl over to her even with the pain coursing through his body to check on her. He placed his ear to her chest. No heartbeat. She had suffocated to death, but he wasn't giving up hope. He turn her onto her back and began to administer CPR. AJ and Big Mac came over to him knocking him over.

"What do ya think yer doing?!" AJ yelled.

"I'm trying to save her life!" He groaned pushing them aside and continuing the CPR. After about a minute Applebloom cough loudly and took in several deep breaths. Charles fell back with a thud onto the dirt breathing hard, his eyes clenched shut as the spell still held its effect on him. AJ and Big Mac rushed to Appleblooms side holding her as she cough a few more times, tears of joy now replacing those of sadness as they now had there youngest sibling back. Twilight came over to Charles and lay down next to him resting her head on his chest. A few tears streaking down her face as she looked at him.

"Thank you, for saving Applebloom. Rest now. This spell did terrible damage to you." Charles coughed a couple times and then passed out.


	9. Filly hugs and the drinking buddy

Some time later Charles awoke with a start. His entire body was aching. Even taking a breath hurt. He coughed a couple times then stopped, holding his chest. Hoofsteps could be heard from outside the room. The door slowly opened revealing a large crowd of ponies. He raised an aching hand and waved them in. Several tiny hoofbeats came quickly around his bed as three tiny fillies jumped onto the bed all hugging him in unison. Charles hadn't seen these other fillies before, and was quite stunned to see this reaction to say the least. He looked to the door seeing the others coming in.

AJ, Big Macintosh, Granny Smith, Rarity, and Twilight were all around him. Applebloom moved up onto his chest wrapping her little hooves around his neck, crying quietly into his chest. The other two fillies were at his shoulders doing the same. He hugged back as best he could looking to AJ for a little help.

"Ok girls, thats enough, lets give poor Charlie here a bit o'breathing room. They all looked back to AJ and started to move away. Applebloom stopped though and walked along Charles and lay down just above his shoulder, her face resting on his chest as she nuzzled him quietly.

"Now come on..." AJ began but stopped as Charles raised his hand to stop her.

"Shes fine AJ. Let her stay." He smiled pulling his hand up placing it on her back, stroking her gently. He could see tears running down her now tear stained face. Her eyes closed as she continued nuzzling him. He gave her a soft smile as he looked around.

"That was amazin how you helped save her." AJ spoke quietly. "How in tarnation did you do that?"

"Its a life saving technique from my world. I didn't know if it would save her but I tried anyway. I wasn't about to let her go." He smiled as Appleblooms nuzzling slowed, the gentle stroking and the tears slowly putting her to sleep.

"May I ask though. Who are the other 2 youngins? I've yet to be introduced. He smiled giving a change a subject. Sweetiebelle and Scootaloo hopped back onto the bed laying down at either side of Charles on the bed. Both of their faces stained from crying. They introduced themselves.

"I'm Sweetiebelle."

"I'm Scootaloo."

"Thank you for saving our friend." They said in unison nuzzling into Charles.

"Its ok girls. Applebloom is ok and you have no worries. I'm just glad I could help." He smiled hugging them all gently.

"Ok girls lets give him some time to rest. AJ needs to talk to him alone for a few minutes." Twilight said as she picked up the now sleeping Applebloom with her magic, Scootaloo and Sweetiebelle each kissed either of his cheeks as they hugged him one final time and jumped off the bed heading out of the room behind Big Mac and Granny Smith. AJ was now left in the room alone with Charles.

Her head was slightly lowered, her hat covering most of her face. She began as soon as the door closed.

"Ah... ah don't know how ta thank ya for what ya did... I feel so awful that you were willing to give your life to save Applebloom. I don't know if I can ever repay ya for your kindness." She cried.

Charles smiled at her reaching a hand out to her from his spot on the bed. She removed her hat letting her golden hair fall down as she pressed her tear stained face to Charles hand looking up to him with her loving green eyes. Charles brushed her cheek gently with his thumb causing her to nuzzle his hand further.

"You don't have to repay me. I'm just glad I saved a life today. Don't ever think you have to repay me for that. Your a friend. Thats what friends do for one another." He smiled moving his hand to remove the hair from her face. She smile giving a slight blush. AJ hopped up onto the side of the bed pulling Charles into an embrace. He wrapped his arms around the little orange pony hugging her. She cried softly into his neck as he told her everything is ok.

A few more minutes of this and AJ finally broke the hug heading to the door. "Get some rest now ya hear?" She smiled exiting the room closing the door but leaving it cracked slightly. He laid back with a a sigh, his entire body still ached but now that he had seen how worried and happy his friends were to see everyone safe, he felt more at ease and soon drifted off to sleep.

XXX

The next morning Charles awoke to the smell of apples. He hadn't really thought about where he had fallen asleep last night, and looked around to see an unfamiliar setting. The bedroom he was in was fairly small, it had a tiny desk and chest at the foot of his bed. Small lamps were around the room. He raised up pulling his legs over the side of the bed sitting there for a moment then heaving himself upright walking slowly to the window. He could see the sun just above the horizon as a low fog crept across the ground outside. To his right outside he could see the fallen barn that he had saved Applebloom from, He then realized that he was staying in the Apples farm house. "That would explain the apple smell." He laughed hearing his stomach growl.

He made his way slowly downstairs seeing Granny Smith sitting in her rocking chair next to the stairs. "Well good morning to ya Charlie, Sleep well?" Granny Smith chirped

"Actually yes. That's probably the most comfortable bed I've ever slept in." He laughed.

"Well don't be shy sonny, go on into the kitchen and grab ya some grub." She smiled

Charles made his way into the kitchen seeing AJ and Big Mac cooking up a storm. Upon entering Applebloom jumped onto his chest hugging his neck. "CHARLIE!" she shouted.

Charles was taken aback by this, chuckling a little as he hugged the little filly. AJ and Big Mac spun around startled by the sudden outburst from their younger sister, then smiled seeing Charles hugging the small one.

"G'morning there Charlie. Glad to see you up'n'about." AJ smirked seeing Applebloom hugging him tightly.

"Morning ya'll." He laughed pulling the little filly from his neck and setting her down in her seat, taking the seat right next to her. He reached out ruffling her mane making her giggle.

"Thanks for taking care of me last night." He said giving a sheepish smile.

"Now don't ya'll start, its the least we could do with having you save our lil sis there. Dont think nothin of it." AJ smiled as she brought over a huge stack of cinnamon apple pancakes placing them in the center of the table. Big Mac brought over a pitcher of Apple juice. "Dig in!" Applejack smiled watching Charles intently, a small smile on her face.

After breakfast was finished, Charles helped with the dishes cleaning them rather quickly in pony standards. I guess thats because he has fingers instead of hooves. He made his way outside to the barn to take a look at it. AJ and Big mac were already pulling boards from the fallen barn and tossing them to the side.

"Need some help you two?" Charles said coming up to them. AJ fanned herself with her hat as beads of sweat dripped down from her.

"Now ya'll don't have ta help us none. You've done more than enough already." AJ said catching her breath.

"Now don't give me that, I know this is going to take a while to tear down and even more to rebuild. At least I can help shrink that amount of time." Charles smirked raising an eyebrow. AJ gave a defeated sigh and nodded to the spot were Charles could begin. AJ watched Charles for a few minutes until he started dripping with sweat. After a few more minutes he removed his shirt tossing it to the side. He wasn't extremely fit but very well built. His toned body dripping with sweat caused AJ's attention to wane from what she was doing as she couldn't keep it on the task at hand or hoof. Big Mac smirked at his sister giving her a whistle to get her attention. She turned seeing Big Mac motion for her to come over to him.

"I see the way yer looking at him AJ." Big Mack smirked causing AJ to blush furiously.

"Ah am not looking at him. Well, maybe a little." She bit her bottom lip as she turned her sight back to the human pulling boards from the barn, dislodging yet another but throwing him off balance and sending him to the dirt. He gave a loud laugh as he stood up brushing himself off and tossing the board into the pile of others behind him.

"AJ, I know he saved our little sis, but I can't help but think you might have some feelings for him over this. He does look to be a hard worker, he has a little accent like us also. I've seen this look from you before toward other stallions. Maybe you should try again." Big Mac smiled giving her a nudge. She gave a small whinny of surprise.

"I don't know big brother. I've never had much luck in the past. What makes ya think ah'll have any this time, and with a different species ta beat all."

Big Mac just smiled. "You never know until you try sis."

At that he walked back to his spot to continue working.

AJ was stuck in conflict with her decision for the rest of the day working on the barn. It had taken almost twelve hours but they had almost finished tearing apart the barn and organizing most of the rubble. Charles was sitting back against the porch relaxing as his sweat began to dry on him. He gave a big yawn looking up to the setting sun. It was almost eight and Charles had worked all day. His eyelids began to get heavy as he sat there.

"Hey Charlie. Wanna go grab a drink?" AJ spoke up bringing Charles to attention. He Turned seeing AJ sitting next to him giving him a sheepish smile. He let out a loud laugh thinking back to when Twilight and Rarity had gotten a drink.

"What in tarnation is so funny?" AJ said raising an eyebrow.

"Its nothing heh. That just reminded me of Twilight and Rarity the other night. We went to the diner in town to grab some food and ended up inviting the princess to join us. We all had a single drink. I didn't even get a buzz from one drink, but the others, well they can't hold their liquor." He laughed "Even the princess had one and she was still having a little trouble walking., I ended up having to carry Twilight home while Rarity leaned on me to get her home." AJ let out a hardy laugh.

"Yeah, they ain't never been to good at holdin their drinks. I on the other hoof drink more often than they do so i'm guessing I could drink them, if not you, under the table." She smirked tilting her hat down looking at Charles from the side.

Charles smirked finding a new vigor of energy. "Is that a challenge AJ?"

"Eeeyup." She laughed

**XXX**

After a short walk they had made it to the local watering hole. It was a small spot but lively none the less. They made way inside and sat down at the bar. The barkeep came over and looked the human up and down. "What'll ya have pardner?"

"Whats on tap?" Charles smiled as AJ hopped up onto a stool next to him

"Hard Cider, Extra Hard Cider, Phillydelphia Brew, Manehattan tophat, and my personal favorite, Sweet Apple Bomb"

Charles hmmmmed for a moment then looked to AJ for help. "I think i'll let the lady choose for us tonight." AJ blushed but picked out the Hard Cider. It was always more filling and took longer to get drunk off of.

After a minute the bartender brought over two pints of the hard cider. AJ took a drink just as Charles began.

"So what got ya to ask me out for a drink AJ?" He asked giving her a smile as he took a drink of the cider.

"PFFFFFFT *cough cough*" Now what in tarnation?!" AJ had spit out her drink halfway across the bar in front of her as she looked up at Charles with a disgruntled look.

Charles laughed loudly at AJ's reaction taking another drink. She smirked. "I didnt see you sayin no ta going out."

"PFFFFFFFTTT *cough*" Charles spat out his drink this time as a loud cheer came from the bar. A series of laughter followed.

"Well ... I..." Charles began to feel a light blush filling his face causing AJ to laugh again taking another drink. "Ah don'tcha worry none about it. This is just a friendly get tagether. No harm having a drink with a good friend, AM I RIGHT BOYS?" She yelled causing everyone in the bar to cheer.

They sat there for a couple hours talking back and forth as the drinks kept coming. AJ's words began to slur slightly as the night went on. Charles had start feeling a buzz slightly and decided to move to the Extra hard cider. Many of the bars participants had come to watch the two drink and were placing bets on who would be the first to pass out. AJ's ears drooped slightly as her eyes began to part somewhat looking into different directions.

"Ain'tcha drunk yet Charlie boy?" AJ said giving a hiccup.

"Just buzzed right now. These drinks aren't all that strong." He laughed as he finished off his second Extra hard cider. AJ looked at her drink then fell forward out cold on the bar. A lot of the ponies in the bar yelled in awe and laughter as the winner had been decided. Charles laughed paying for the drinks and giving a couple hoofbumps as he picked up AJ and carried her home.


	10. The Spa Shall TRANSFORM You

Upon arriving at his home he could feel the alcohol taking effect more thoroughly. He staggered a little so decided it be prudent to just take AJ into his house instead of to the farm, otherwise he may pass out along the road. He brought her inside as quietly as he could, taking her up to his room and placing her on his bed. He gave her a smile and staggered downstairs to sleep on the couch.

Morning came all to quickly as he groaned out, his head throbbed slightly as he remembered last nights drinking game. He sat up slowly hearing AJ upstairs in the bathroom. He made his way upstairs slowly seeing Twilight and Rarity at the bathroom door watching worriedly towards AJ.

"Shes fine girls." He said rubbing his eyes and scooting by them into the bathroom. He took a seat next to AJ and gently pulled her mane away from her face as she heaved into the toilet. She gave him a teary smile as she caught her breath before heaving again. Twilight and Rarity looked on in disbelief.

Charles mouthed the word hangover to them. They nodded and left to do something else. He patted AJ's back as she finished heaving one last time and sat down coughing a little. Charles reached for a washcloth and put it under the cold tap water, then gently wiping AJ's face and mouth.

"Yer to nice fer yer own good." AJ smiled.

"Well I have to take care of you girls afterall, It's the right thing to do, plus... I... enjoy your company. It's nice to have friends in a world not of my own." He said letting her hair go, it fell to one side of her face covering part of it. She smiled up to him, only one green eye visible. His face blushed slightly seeing her like this.

"Ahem, anyway, lets go downstairs, I have the perfect remedy for a hangover." He said leading the way.

AJ sat at the kitchen table with Twilight and Rarity as Charles pulled out a few items. He sat them on the table as he got them. A box of crackers, some salted peanuts, some bread. and some ginger snap cookies. He grabbed a handful of peanuts then a couple crackers consuming them. A ginger snap cookie followed then a piece of bread. AJ followed suit in the same order. After sitting there for a few minutes her stomach settled and she could definitely tell the difference.

"Well ah'll be. I never woulda thought that these lil things could help an upset tummy." AJ smirked. Ah'll have to remember that one. What about this gosh darn headache?"

Charles went into the restroom coming back with some medicine. "Now i'm not sure how this would work on ponies, but it does wonders for humans. I wouldn't recommend taking one until your doctors examine its effects on ponykind first." The girls gave him an uncomfortable look.

"I think ah'll pass sugarcube." AJ said rubbing her head. Charles took a couple of the pills then his eyes lit up.

"I do know a massage that kind of helps. Not sure if it'll work on ponys but your welcome to be the first test subject if you'd like?" Charles smiled. Twilight and Rarity giggled at AJ as her cheeks flushed red.

"Well... ah guess its better than nuthin." She said tossing her mane back.

Charles came over behind her and gently began to massage her temples and the base of her ears. Her face turned a bright red as she stiffened up, but soon relaxed as the massage began to work. Ten minutes passed and Charles looked down seeing her eyes closed.

"Did it help AJ?" He asked, listening to only silence that followed. AJ began to fall sideways but was quickly snatched up by Charles. Twilight and Rarity couldn't help but giggle loudly.

"Well I guess that's a yes." He laughed as he packed her into the living room setting her down on the couch. She gave a little neigh and pressed a hoof to Charles face. He pulled away smiling heading back into the kitchen.

"How about some breakfast girls?" He asked. They smiled to each other then Rarity spoke.

"How about one of those massages instead darling?" Twilight nodded in agreement. Charles chuckled.

"Anything for you girls."

After a short massage and two other unconscious ponies. Charles placed them in their rooms and headed back to the kitchen to make him some breakfast. The others wouldn't be out for long so they may enjoy a good meal as well.

Time passed pretty quickly as Charles made lunch, as breakfast was now long passed. He had placed a large salad, and cookies on the table. He wasn't much of a cook on certain things, but he did know a few dishes. This would best suit his guests. He pulled out some salad dressing and made himself a small plate. He sat down at the table and poured some dressing onto the salad. It was a sweet smelling dressing that had a little honey mixed in with it. Soft hoofsteps could be heard coming toward the kitchen. AJ gave a large yawn as she entered the kitchen and took a seat across from Charles. He fixed her a plate setting it in front of her. He held up the dressing looking to her. She smiled giving a nod. Another set of hoofsteps could be heard from upstairs. The others had awoke rather quickly compared to AJ.

After a few minutes they had all set down and began eating their lunches. After about 30 minutes everyone had a full belly. AJ piped up. "Wel ya'll, I guess its best for me to get back to the farm. Lots o'choirs ta do today. Big Mac and Applebloom must be flipping their wigs wondering were im at. Thanks for lunch Charlie. Ah'll seeya'round." She smiled giving him a wink as she left. Charles smirk shaking his head as he picked up the dishes and began to clean them in the sink. Twilight gave Rarity a little smirk speaking just loud enough for Charles to hear.

"I think you may have some competition Rarity."

Rarity sputtered, her jaw dropping and her face flushing a light pink. "W-what are y-you talking about?!"

Twilight giggled giving a little shrug, her eyes watching Charles reaction to all of this. He was looking out the window as he washed the dishes, setting them to the side. Twilight moved from her chair to Charles' side hopping up and placing her front legs on the side of the counter. His eyes never left the window as he spoke.

"Don't worry about me Twi, just thinking about what I'm going to do for a job. I cant rely on the princess to keep giving me an allowance for the rest of my days here. I'd like to at least pull my weight and live a normal life. Well... as normal as it can be in a world full of talking ponies heh." He gave a small laugh at the end as he finished up the dishes.

"I think ill rest for one more day and go through some of my things. Maybe I can find a purpose after reading through some books, I have a few talents that may come in handy in this world." He rinsed his hands and went into his downstairs study leaving the girls in the kitchen.

Twilight looked to Rarity taking her seat next to her. "Charles doesn't look to happy. I'm guessing this whole transition was a lot harder on him than we initially thought."

"I think so too darling, why don't we head into town and look around to see if we might locate a job for him. I would like to see how my boutique is fairing as well. Who knows. I might hire him as a delivery boy for in town." Rarity gave a girlish laugh as she trotted to the front door, Twilight close behind, She stopped yelling to Charles,

"We're heading into town Charles." A resounding OK was heard from the far room. Twilight gave a heavy sigh as she followed Rarity outside.

Charles sat quietly in his study looking at his books. There were many to say the least and he had some skills in all of them. He was an all around guy that could manage to do just about any job if it called for it. But what would he excel at? He continued for roughly an hour as he stumbled across some books he had forgotten about. Some cookbooks filled with recipes for cakes and other sweets. He gave a smile thinking to himself. "I bet Pinky would like these." He went to the closet pulling out a backpack and put a few books into it. Grabbing a few gold bits and stuffing them into his pocket, he headed out the door and toward town. Although only a few minutes walk it would give him time to think.

XXX

He arrived in Ponyville in about 10 minutes. Watching the scenery as he walked and found himself stopping ever so often to relish how clean the air smelled and how vibrant the smells of nature were. As he walked through town a few ponies gave him a stare or two but most others smiled and waved. His time spent there was less than a month now but he had pretty much already been welcomed.

It would take some time before all the residents of Ponyville would come to accept him though.

As he walked closer to The cakes shop were Pinky lived he could smell the fresh baked goods wafting in the air. He found his mouth watering a little from the wonderful aromas. As he got closer he noticed a line of ponies coming out of the shop. He walked by them to the entrance looking inside. Mr and Mrs. Cake could be seen moving through the store frantically taking orders and delivering them to the waiting customers in line. He pushed past a pony to inside getting some dirty looks as though he had cut. He looked to them smiling,

"Dont worry im not cutting, I'm just here to drop off some things for Pinky." This caused the ponies dirty looks to turn to smiles. He walked to the side of the counter seeing the cakes running back and forth.

"Is Pinky in?" Charles asked.

The cakes stopped for a moment then started back up as they nodded toward the kitchen. He smiled nodding back and went into the kitchen seeing a pink blur moving around the kitchen faster than anything he'd ever seen.

"Hey pinky, uh... wow... you look really busy. Should I come back later?" He said causing Pinky to stop for a moment. She spoke as she stopped in each area she was zipping from and too.

"No ... that's okay... the rush should...be over shortly... stick around... have a cupcake while you wait..." She said as a cupcake mysteriously appeared in Charles' hand. He didn't argue and went out of the kitchen, taking a seat in the far corner in a booth looking out into the street. He sat the cupcake down for a moment while he pulled the books from his backpack and looked through them as he waited. After about an hour the rush had subsided and everypony served. The cakes came out of the kitchen with a large pitcher of Lemonade sitting down at the table with Charles. Pinky soon followed partially covered in flour and taking a seat next to Charles. Mrs cake looked at one of the open books that Charles had placed on the table giving a small gasp.

"Oh my, this looks wonderful." She said picking up the book and flipping through a few pages. Charles gave a smile handing another book to Mr cake and Pinky.

"Well I was looking through some of my books in my home, I've got a few of these recipes memorized but I don't often cook sweets so I figured Pinky wouldn't mind taking them off my hands."

Pinky looked through the pages of the book quicker and quicker until she had finished the book and moved onto the next one. "Wow. These books are amazing! I've never seen so many recipes in one book. There has to be, like, a gajillion recipes in these things. I'd love to have them. Thank you so very super duper much." Pinky squealed hopping around then hugging Charles around the neck giving him a peck on the cheek then zipping into the kitchen with a book. Charles sat there blushing a little as he felt the kiss on his cheek. Mr and Mrs. cake just gave a small laugh seeing Charles expression.

"Oh don't fret deary, Pinky is one of the most lovable ponies in all Equestria. Although at times she does do a few things that she doesn't realize she does." Mrs Cake smiled.

"For example?" Charles smirked pointing to his cheek causing them to laugh quietly.

"Yes that would be one of those things." Mr Cake smiled.

"Well I hope she wont go crazy when she finds out I have probably another twenty books at home like these." Charles laughed.

Mr. and Mrs. Cakes eyes lit up. "Would you mind letting us borrow a few of those books? Our business would literally boom if we had a lot of other items available for sell." Mrs Cake beamed.

"Not at all. I can bring them back by on my next trip into town." Charles smiled as he stood up giving a little stretch.

"What would you like for these books?" Mr. Cake asked.

"Huh... Oh nothing. I brought them as a gift to Pinky. I know she stays with you two but didn't know if you'd except a gift from a... well... human or not. You did seem a little nervous on our first meeting with me playing with your foals afterall. I didn't want to create any further tension between us." Charles said rubbing the back of his neck nervously.

Mr. and Mrs. Cake look to each other giving a smile, trotting over to Charles and giving him a big hug. Charles felt a little embarrassed but knew he would be accepted by the Cakes now.

"Deary, you are always welcome here. The only reason we were nervous was because... well... we've never seen a human before. Your demeanor was very pleasant when you were with the foals and they seemed to just eat up your attention. Feel free to come by anytime for any reason. I'm sure the foals and Pinky would love to play." Charles smiled giving them a hug back. He stood back up heading into the kitchen to say goodbye but was tackled by the pink blur as soon as the door opened. He skidded backwards across the floor in a daze as the pink pony latched her arms around his neck giving him a big hug. When his sense came back around he gave her a hug back.

"Ok Pinky that's enough." Mr. Cake said shooing her away and helping Charles to his feet. Charles laughed looking down to with a questioning look. Mr. Cake just laughed.

"Shes just being Pinky Pie." Charles gave a chuckle and headed out the door pulling his pack onto his back. He looked up into the sky seeing the suns placement, He had quite a few hours of daylight left so he headed toward Rarity's boutique.

After a few minutes he arrived to see many ponies working hard rebuilding it. Rarity was outside speaking to the foreman of the group as they worked. Charles came over watching the group and catching Rarity's attention.

"Charles darling, what brings you out here?"

"Just thought i'd walk around for a bit, I just came from the Pinkie's after giving her a few cookbooks. She seemed pretty happy about that. The Cakes were very nice this time as well." He said still watching the working ponies.

"Well that's wonderful darling, i'm sure she very much appr..." Rarity was suddenly cut off by a loud pony from atop a scaffolding that had accidentally kicked a bucket of nails from beside of him.

"WATCH IT!"

Charles took off like a bullet toward a pony that was in the way of the falling bucket. He lunged forward at the pony who didn't see him coming and plowed the pony over just as the bucket came crashing down. Charles rolled with the pony hitting the new wall of the boutique hard forcing the wind from his lungs . He cough gasping for air as the stunned pony quickly found his bearings and stood up with a look of shock on his face at the human laying at his side coughing. Rarity and the foreman ran over to them as did a few other working ponies.

"Oh my goodness, are you alright darling?" She said moving to Charles' side, a looked of shock mixed with awe on her face.

*COUGH COUGH* "Never" *COUGH* "Better." He said sitting and propping himself against the wall, taking in several deep breaths. He suddenly found himself in a hug from the pony he had just saved. He looked down seeing the ponies eyes welling up. He gave him a smile and patted his hardhat.

"Yer ok bud,just keep an eye out from now on." The pony smiled and let him go, going back to his work. Rarity Use her magic to help Charles up and dusted him off. He walked by the foreman who thanked him and continued his work. Rarity followed Charles out of hearing distance from the crew of ponies.

"That was amazing! I didn't think you would react so quickly." Rarity swooned. Charles smiled rubbing his shoulder as he walked.

"Yea well, I didn't think, I just reacted. I'm not about to allow a pony get hurt while i'm there to prevent it. Everyone here has been so accommodating and friendly, If it had been in my world I might have thought twice. You know I find myself missing my world less and less each day that i'm here." He smiled still rubbing his shoulder.

"Are you ok darling?" Rarity said staring at his shoulder then to him.

"Yea, i'm fine, just banged up my shoulder went I took that dive. I should be okay by tomorrow."

"Well, why don't we go to the spa? I'm sure the twins would love to meet our resident human after all." Rarity smiled taking the lead toward the spa.

"I... don't know. I've never really been to a spa before. I've heard its pretty girly, and well... i'm not girly in the least." He said giving a nervous smile.

"Oh pish posh, you would love it. Why, Fluttershy and I have a weekly get together there to catch up with one another. Its very relaxing and it does wonders for the complexion, Oh do say that you'll join me?" Rarity gave a little lip quiver and pleading eyes. Charles pulled his hand up to his face giving a sigh into it, her pulled two fingers apart looking through them at Rarity whoes expression was only getting more pleading.

"Ugh, ok ok ill go with you, just please stop with the big puppy dog eyes. I swear I think you girls could talk me into just about anything with that look." Charles laughed as Rarity smiled widely giving a giggle as they walked to the spa.

They reached the spa within a couple minutes walking from the boutique. Upon entering Rarity introduced Charles to both Aloe and Lotus. Charles couldn't help but notice how similar they were to each other. One was pink with blue hair while the other had the same colors but inverted. They both had the same cutie mark as well.

"The usual for my friend and myself ladies." The twins smiled widely as they prepared the rooms. Charles went into a dressing room and removed his clothes pulling on and holding a towel around his waist, he wasn't about to have another Twilight incident again. He chuckled to himself until he realized that there was only one steam room.

"Uh... Rarity, is there another steam room?" He asked hesitantly.

"No darling, come in here." Rarity smirked until she watched Charles enter the room with her. He had nothing but a towel on that he was holding at the waist. Her face flushed red at the sight. He sat down in the corner opposite of Rarity and pressed his back to the wall of the room as Rarity poured some water over the smoldering stones, emitting more steam into the room.

"This is the exfoliating room, or steam room for short. It helps to clean your pours by making you sweat." She chirped

"Wooooo, I can understand that much. Its already making me sweat. Charles laughed sitting up as beads of sweat rolled down his chiseled chest and abdomen. Rarity couldn't help but stare in delight at his physic. She traced every curve of his muscles until she reached his towel. He had rested his hands to the side letting go of the towel. It had been tied slightly off centered in the front and was now revealing most of his left leg while falling slightly in between his legs. Rarity bit her lip watching him intently. Charles could feel her eyes on him and instinctively talked out.

"Dont you pull a Twilight on me Rarity." He smirked opening one eye looking straight at Rarity. Rarity whinnied in surprise rearing back into her corner.

"I... I would... never do something like that!? Its so unladylike." She said raising her nose up and away from him. Charles couldn't help but laugh at her reaction.

"Heh, i'm just playing Rarity. I know your a lady and wouldn't do something like that, I doubt you could though even if you wanted." He grinned causing her to have a look of shock on her face as it turned red.

"I most certainly could to if I wanted thank you very much." Rarity huffed.

Charles grin grew wider as he scooted closer to the ivory pony. "Oh really?"

"Yes really!" She huffed again

Charles moved just within a few feet of her still grinning. "Well then. Here's your chance." He said pulling his hands up and behind his head interlocking his finger while resting back onto them against the wall.

Rarity sputtered at the comment turning around seeing Charles with his eyes closed, his hands behind his head leaning against the wall. Her eyes went wide, her face a deep crimson as she looked at him so close. Her eyes slowly fell to his towel then back up to his eyes watching him intently, waiting for him to make a move to try and scare her. He didn't though. She gave a nervous smile as her horn lit up with magic, she started to pull the towel up and away from Charles.

*BZZZZZZZZZZZZZZZZZZZZZZZZZZ*

Rarity let out a scream as the timer went off for them to exit the steam room. Charles laughed standing up grabbing his towel and holding it up. They walked quietly out of the steam room toward there next room. He looked back to Rarity with a big smile.

"I knew you couldn't pull that off heh." He laughed *SNAP* "YIPE!" Charles turned around to see a floating towel just a few feet from Rarity, a half grin across her face.

"Oh no you didn't?!" Charles laughed turning around. Rarity giggle lowering her posture as if she was going to pounce, her tail flipping back and forth playfully. Charles swiped for the towel but missed as it was pulled away quickly. He laughed swiping at it a few more time getting closer to Rarity. She laughed

"Oh come now. you can do better than that." She laughed playfully twirling the towel around his head.

"Well I know how I can get the towel now." He smirked as he lunged toward Rarity picking her up. She squealed loudly in

surprise. She flung the towel at Charles' head which he expertly avoided and then proceeded to blow bubbles on her belly. Rarity scream laughed at this flailing about.

"Waaaaaaahahaaaaaha!. STOP THAT THIS HAHAHAHAHA INSTINT!" Charles stopped blowing bubbles on Raritys stomach for a second and looked at her as she caught her breath her face flustered from laughing.

"Naaaaaah" He said and went back to the bubble torture. She laughed again in between words.

"Then AAAHAHAHAHA, you leave me HAAAAAHAHAHA no choice HAAAAhahaha" She said as she grabbed Charles towel and yanked it from his waist. Charles gasped turning a little red looking at Rarity who was grinning widely.

"Ok you win." He said giving a sheepish grin. She smiled placing the towel back onto him. She gave out a giggle as he sat her down. *SNAP* "ACK!" Charles stood upright quickly as Rarity's towel whipped him again on his buttcheek.

"That's for tickling me you naughty boy." She laughed giving him a flirtatious look then heading out of the hall into the next room. Charles chuckled rubbing the sore spot on his buttcheek as he followed suit.

The next room Aloe and Lotus were waiting for them. He walked in shyly seeing them since he was in just a towel.

"Now its time to have a facial and seaweed wrap. Its absolutely fabulous."

Charles watched as they covered Rarity's face in a thick green gunk and wrapped her entire body in seaweed. He then sat for a moment in shock. "Would they wrap me completely in seaweed like her?" he thought to himself then spoke up.

"Uh... will you be wrapping my whole body like that too?"

The twins giggled seeing his discomfort in the question and simply nodded. Rarity had removed a cucumber slice watching with a wide smile. "UGH! okay, but is there a place more private to do this wrap?"

The twins shook there heads their grins growing wider. "Well, I guess i'm outta luck then aren't I?" He blushed undoing the towel. The twins and Rarity were now looking on in astonishment at how brazen Charles had become. He pulled the towel loose letting one hand hold it over his front while showing off the rest of his chiseled body. All three of the girl's faces turned a bright red.

Aloe and Lotus came over and started wrapping every inch of him in seaweed. his face turned red as they went around his waist and he had to remove the towel. He looked to rarity who was burning a furious red and staring at him. Aloe and Lotus finally finished the wrap and pointed toward the tub that Rarity was in, filled with a bright brown mud.

"What about the other baths?" He said pointing to them.

"They are being cleaned from previous customers." Aloe chimed in "They will be restocked tomorrow" Lotus finished.

"You have got to be kidding me. Its mud." Charles said giving a disgruntled look causing the twins to laugh.

"Oh quite being such a baby and get in here." Rarity laugh picking him up with her magic and dropping him into the mud opposite of her.

The twins laughed loudly seeing Charles' expression then exited the room. Rarity had replaced the cucumbers on her eyes. Charles' had been lost in the mud so he just looked around the ornate room.

"Aaaaaaah, this feels wonderful." Rarity cooed.

"I have to admit, this mud and seaweed thing does feel nice. Ive never done this before." He said leaning back further into the mud letting it spill onto his neck and shoulders.

"Really?! Well then we must make this a weekly thing darling. After the full treatment you come out feeling like a new pony... er... um human." She corrected herself.

"Heh, don't worry about it Rarity. I haven't been here long but I already feel like part of the community. Being called a pony is fine. Just as long as its from my friends." He smirked.

Rarity smiled giving a girlish giggle wading through the mud over to Charles. He watched her raising an eyebrow, she had made it halfway across the tub before removing the cucumbers from her eyes, halting her advance as she saw that Charles didn't have his on.

"W-what happened to your..." She trailed off. Charles gave her mischievous grin.

"When you dumped me in here." "Uh...huh." She said as she started to turn around but stop at Charles' comment.

"You were going to make a move on me weren't you?" He smirked. Rarity's ears lay back as she turned her head slightly to see him, her back was facing him now. she looked down and then to him. He laughed leaning forward wrapping his arms around her and pulling her through the mud to rest on his chest. She gave a squeak in surprise. He smiled feeling her heat through the mud as she cuddled close. He could feel the mud moving as she fidgeted.

"I'm sorry Rarity. If i'm making you uncomfortable you can move. I just assumed..." She looked up into his eyes causing him to pause. "Y-you assumed right." She said, her ear now lay flat and her face beet red. The green mask on her face seemed to sizzle from the burning red hidden behind it. He smiled softly at her, a hand slinking out of the mud to under her chin. She gave a little gasp as it raised her mouth up further. She placed her hooves onto his chest moving closer. Their hot breath could be felt on each others as their lips moved closer.

*BZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZT*

They gasped shoving each other apart in panic as the door sprung open revealing the Twins "It is time for your massage my friends." They spoke in unison. Rarity and Charles gave a sheepish smile as they both exited the mud tub and went to the showers.

Charles stood there under the beating shower washing the mud off of him, thinking to himself. "Did i really almost kiss Rarity? What am I doing? This cant be possible. How could she see anything in someone of a different species. How could I for that matter? I mean we have been living together for some time now but that shouldn't matter, should it? What am I going to do? I don't want to hurt her feelings. But I would only end up hurting myself in the process to. Oh God what should I do?"

*knock knock*

"Char-elz, Are you fineesht?" One of the twins voices asked from just outside the door. He turned off the water grabbing a towel as he spoke.

"Yes i'm coming out." He said drying off as he pulled on a large oddly shaped bathrobe. It didn't quite fit him but worked well enough. He guessed it was made for large ponies. He walked out into the next room and was waved to a table by Lotus, Rarity was already on her table getting a massage from Aloe. He gave a sigh and laid down, his feet and last of his lower legs dangled over the edge of the table. Lotus gave a small giggle as she proceeded to massage the human.

"You are a very large stallion no?" She smiled moving her hooves around him pushing gently her and there to loosen the muscles tension.

"I guess I might be a little larger than average for humans, but yea I guess I am pretty big." He chuckled.

Lotus moved closer to his ear and whispered. "That was not what I meant darling *giggle*" Charles suddenly tensed up at the comment and more-so as Lotus moved to massage his butt and thighs as he lay on his stomach. Aloe gave her an annoyed stare watching her sister jealously. Lotus stuck out her tongue and giggled.

"What the hell? I'm starting to think that this place is one of those with a happy ending involved." Charles thought to himself. Just as he finished thinking though he could feel a hoof move up his inner thigh causing him to tense up again. The hoof was removed as Lotus came up to his ear again while glancing to Aloe who nodded letting her sister know that Rarity had fallen asleep. Aloe moved over to Charles' other side smiling at Lotus, They spoke softly into his ears in

unison. "Now that Rarity is asleep, wont you join us in the back for a special massage?" Charles shot upright at the comment, his face burning red. Aloe and Lotus' face were a bright pink.

"Uh... is this part of your usual?" He asked looking nervously at the two.

"No... but it can be for you." They smiled moving closer to him. He pulled back standing up from the table moving to Rarity. Pulling his robe shut he watched the twins licking their lips and advancing toward him.

"Uh thanks girls but... I think ill be going." He said picking up Rarity and rushing out the door picking up his clothes and dropping a gold bit onto the counter. Rarity was to startled to say anything until Charles had stopped running. He let her down as he gasped for air.

"What in heavens names happened?" She said groggily seeing the twins waving at them from the entrance of the spa.

"Uh... if you want to know, Those two in there were trying to give me a happy ending each."

Rarity tilted her head to the side confused as to what he was referring to. Charles laughed shaking his head, he bent down and whispered into Rarity's ear what had gone on, her face turned bright red.

"Oh my heavens! Did they really try that?" Rarity gasped looking back and seeing the twins giggling and heading back into the spa.

"Yea... heh"

"Well why didn't you let them?" Rarity smirked giving him a seductive look.

"Oh God! What the hell?!" He groaned throwing his arms up in frustration as he walked toward Twilights home. Rarity close behind laughing her tail off.

A few minutes passed and they had arrive at Twilight's. There was a small construction crew just finishing up the small overhang that would go onto the giant limb that had broken off of the tree during the storm. A couple pegasi were lifting it into place as they strolled into the library. Twilight was inside putting books onto the shelves that had been scattered during the storm. She paused for a moment looking at Charles and Rarity as they strolled in, both wearing bath robes. Twilight started to giggle but held it in until Charles looked at her with annoyance.

"Go ahead, get it out of your system. I'm going to the restroom to change and i'm LOCKING the door." He grumbled causing Twilight to burst out laughing. Rarity giggled a little until she heard Spike talking as Charles passed him going upstairs.

"WOW!... Dude thats creepy."

A few minutes went by as Charles had gotten dressed, He came back downstairs and handed the robe to Rarity.

"Here ya go. Give the twins my regards on your next visit. I doubt ill be going back there anytime soon." He laughed. Twilight looked at him confused until Rarity filled her in. Twilight's face burned red and then she burst out laughing again.

After a couple more minutes of laughing Twilight finally stopped, wiping a tear from her eye.

"So what brings you two out and about?"

"Well, I originally came out to give Pinky some books. That went well enough, Then the ivory princess here thought it'd be nice to have a spa treatment. I went along without thinking it through and it turned out pretty bad in the end. Then I came by here to see how construction was going. Ill look around for a job in a few days, in the meantime i'm going around to formally introduce myself to the populace which may further my chances to obtain employment." Charles said as he took a seat across from Twilight and Rarity.

"Well as you can see the library is finished. Ill actually be here from now on. I don't really have anything in your house so if I went back it would just be a wasted trip." She twiddled her hooves looking down at the last part of her sentence looking a little sad.

"Twilight, you are more than welcome anytime in my home, as is all of your friends. Don't ever think id put you girls off for any reason. Your my first real friends here in Ponyville, and I wouldn't trade that for anything." Charles said giving a soft smile. Twilight gave a huge smile back pouncing him onto the sofa and hugging him tightly. He returned the gesture but stopped hearing Rarity clear her throat. Twilight recoiled shyly her ears laying back.

"So... Anyway Twilight Darling, would you have any information of ponies looking for some hired help?" Rarity asked laying on the sofa next to Charles, her back legs outstretched as she place her chin on her front hooves.

"I'm afraid not, This time i'm dedicating to reorganizing the library from all the storm damage. It will take a while but i'm sure it should be done rather quickly." Twilight said as many books levitated around her into different spots on the shelves cascading around the entire room.

"Twi, how is it your going so slow with these books. You cleaned your room in my house within a couple minutes and all the books were neatly in place as well." Charles inquired.

"I didn't put them in order though, I just kinda threw them all into random spots so it could be done quickly. I organized them later the next day. With the library I have to have everything perfect."

"Well that's understandable, But you didn't have to organize them, i never really kept tabs on them being organized." Charles said rubbing the back of his head in embarrassment.

"Does that mean your little office isn't organized either?" Twilight beamed

"Yea, I just never seem to organize things accordingly, I think its more fun to hunt for the book you're looking for because you run into other books you don't usually ever remember having. Its like a treasure hunt and every book is the treasure." He laughed.

Twilight's eyes lit up hearing these words, She hadn't really thought about it like that before. She pressed a hoof to her chin in thought then closed her eyes, within a few seconds every book in the library was now in a vacant spot on a shelf. Charles just watched in amazement as it took only about twenty seconds to do this. Twilight let out a sigh of relief.

"OK i'm done, ill just organize them tomorrow one shelf at a time." Spike looked at her in awe then to Charles.

"Holy cow! You broke Twilight?!" Everyone laughed in unison at the comment.

"So anyway Charlie, What job were you looking to get? I'm not aware of your skills so I cant really point you in any direction to ask anypony if they need help." Twilight began.

"What are your skills?"

Charles thought for a moment. "Well... I'm good at a lot of things. I can do just about anything even if I haven't really done a specific skill in a while, I learn quick so any job will do really."

Twilight thought for a moment. "What about hobbies? You must have some of those that could benefit being in a working position."

"Well I do love music, I can play most instruments, I can bake and cook a lot of different things, I can build stuff of all kinds from small to large, Gardening isn't something i'm big in but i do have a green thumb for what that's worth. I can make my own alcohol which would probably comatose ponies so I wont put that on the list. I read a lot when I get bored, oh man... um... I cant really think of anything else that comes to me as a hobby." Charles said resting back into the couch. The group in front of him looked at him with slack jaws.

"What?" Charles asked looking nervously at them. Rarity piped in.

"Oh its nothing darling, it's just that, most ponies only have one good skill or hobby they are good at, When they discover that talent, they get a cutie mark to signify that special talent."

Charles raised an eyebrow. "Cutie mark?"

Twilight gave a smile wiggling her flank. "The symbol that ponies have on their flanks. Some ponies don't have them though because they haven't found their special talent. It appears eventually, but only after finding that special talent. Sweetiebelle, Scootaloo, and Applebloom have been working for months together to get theirs."

"Cute, heh I wonder what mine would look like if I were a pony." Charles laughed . The girls and baby dragon looked at each other.

"I'm not sticking around for this, i'm going to Pinkie's." Spike announced as a sly grin spread across Rarity and Twilight's face.

Charles watched them for a moment seeing there sudden change in behavior. "Uh... girls? You know I was only joking right? Girls?"

Twilight pulled a book from the shelf via her magic while Rarity spoke. "Oh darling I bet you would make an absolutely striking stallion, wont you indulge our curiosity and let Twilight change you into a pony? Its not permanent I assure you. The spell will only last around a day at most."

Charles eyes went wide. "You mean to tell me you can transform another creature into another creature at will?" His heart raced as he watched Twilight closing the book and walking toward him.

"Are there any side affects?" He question nervously.

"Not a single one." Twilight smiled her horn glowing bright.

"Uh... well... if it isn't permanent, I guess it wouldn't hurt to be a pony for a day." He gave a nervous chuckle as Twilight lowered her horn to Charles, only a couple feet away.

A bright flash filled the room as light shown in all directions from Charles. Although still daylight out, the bright light shown out of the library's windows in every direction. A few ponies walked over to the library peeking into the window to see what it was. Others who knew Twilight just walked by without a care. Twilight's special talent is magic after-all and she is notorious for trying out new spells on a regular basis.

After almost a minute of blinding light, it quickly disappeared revealing the pony version of Charles. The girls blinked to get their vision back and gave out an audible gasp at what they saw before them. Charles was laying on his side unconscious. His new pony form wasn't at all what the girls had expected. Twilight rubbed her eyes as she walked around the sleeping pony before her, She cast a couple spells to check the vitals of Charles. Everything seemed normal, except for one thing.

"Twilight, How could this have happened?! I know you've cast that spell many times on various creatures but this... this is the first time that one of those have turned into an Alicorn?! W-what are we going to do?!"

Twilight looked over to Rarity and then ran into the next room grabbing a piece of parchment and quickly scribbling a message on it, She used her magic to whisk it away to the castle.

"Ugh... What happened?" Charles ask as he raise his head, His wings unfolding and his legs moving about. Twilight and Rarity helped him to sit upright as he shook his head to stop the room from spinning. He coughed a couple times as his vision finally came into view.

"Wow, I feel really weird. Did that spell work?" He said as he looked to Twilight. Twilight gave a nervous giggle looking away. Rarity on the other hoof pulled a large mirror from Twilight's room floating it into the main part of the library were Charles had been transformed. She sat it in front of him causing him to gasp at the sight before him. He tilted his head back and forth looking at himself, The spell had indeed worked. His new pony form was actually slightly taller than Celestia herself. His

entire body was very well toned and covered in a deep black coat. He looked at his wings that had unfurled and lay to his sides limply. He then noticed something glowing behind him, he managed to turn a little bit to see fire. "Fire?... AAAAAHHHH IM ON FIRE!?" He yelled as panic swept over him. He tried standing to run but couldn't find his bearings and fell to the floor kicking wildly to try and get up.

"CALM DOWN!" yelled twilight as she took hold of Charles with a paralysis spell causing him to seize up like a statue. "Your not on fire, This is normal for an Alicorn. Just relax." She growled causing Charles' eyes to clench shut then reopen as he realized that he wasn't hurting from the fire. Twilight set him down gently and released the spell. He let out a cough as he could now breath, quickly looking back to see his mane and tail were both an inferno of orange and red, but neither was burning anything around it. He looked back to Twilight and Rarity.

"That is... pretty cool, now that i'm not freaking out about it." He gave a light chuckle.

A knock was heard at the door to the library after another minute. Spike entered with Celestia and Luna. Twilight and Rarity came forward giving a bow to them.

"Princess Celestia, Princess Luna, Thank you both for coming. I wasn't expecting both of you." She said as she rose and trotted over to Charles who was still laying on the floor.

Celestia gave an audible gasp as she looked over to Charles, He lay his ears back shyly seeing her gaze at him that way.

"Twilight, what spell did you use on Charles?" Celestia inquired.

"I used the same spell i've used on countless others who were transformed into ponies for a day. This is the first time this has happened. What do you make of it?"

"I'm not sure, but..." Celestia trailed off as she watched Charles trying to stand. He looked like a newborn foal trying to stand for the first time and it brought a smile to her face. She walked over and pressed against him gently trying to help him up. He stumbled a little at first but within a couple minutes he was standing upright and started walking slowly.

"Well... this will take some getting used to, but i'm sure ill get the hang of it quick enough." He smiled the tripped over a small stack of book landing face first into another pile. "Or maybe not." The muffled comment came from within the pile laying on his head. Everyone gave a small giggle watching Charles stand again after landing into the pile of books. It took him just a second to get back on his hooves and move again, But his wings were still being limply pulled along. He looked back at them trying to find the muscles that would work them.

After a few twitches the wings moved, He smiled and continued working with them until he had them folded up and moving around a little, even giving a couple flaps which lifted him slightly into the air. "WOW! *thud*" He lost his balance from being lifted into the air for a moment and ended up on his side on the floor again. He gave a a chuckle standing up again.

"This is really sweet. I never thought being a pony would be so interesting. Is there anyway to extend the spell life or would you have to cast it again?" He asked Twilight, a wide grin on his face. Celestia smiled widely moving over to Charles and

gently nuzzling him. Luna gave a smile as well as she began.

"The spell cast on thee was a temporary one, However there are several different spells that could lengthen its stay, even make it permanent if thee wishes."

Rarity gave out a nervous laugh. "I don't know if he would want to stay as a pony or not Princess, he may never get used to it, and learning all those spells for magic would be a terrible ordeal."

Luna raised an eyebrow at Rarity's comment, She didn't say anything though.

"Twilight, Rarity, we shall stay in Ponyville temporarily with our guest so that we may teach him about what it is to be an alicorn. You may come with us if you wish." She smiled heading to the door. "Come Charles, we have much to discuss."

Upon leaving, the door closed behind them. Rarity was to dumbstruck to say or do anything else. She looked to Twilight trying to find words. "What now?!" She said, her voice cracking in despair.

"I don't know. Ive never caused another being to transform into an Alicorn before. ooooooooooh! What will the princess do to him?" Twilight trotted nervously in place. "Well! I'm not about to give up on my feelings for him, even to the princess!" Rarity exclaimed proudly causing Twilight to fall over.

"Rarity! Are you CRAZY! If the princess wants him then I seriously doubt you would have a chance against her for his affections. Shes rich, extremely powerful beyond any unicorn, and she's... well... an Alicorn. Once Charles gains the knowledge of how powerful he is i'm sure he would want someone just as powerful for his bride." Twilight lifted her hoof to her mouth at the last part of her comment.

"BRIDE!?" Rarity shrieked her face turning red with anger. She let out a loud snort stomping to the door. Twilight rushed in front of her.

"Rarity wait! You cant take on the princess. Lets wait and see what happens. You know Charles better than I do, You've spent the most time with him. If you two have feelings for one another then there is a possibility he would choose you over the princess. Lets give him a chance."

Rarity huffed loudly but she quickly regained her composure taking a seat on the couch in the center of the room. She let out a heavy sigh looking up to Twilight. "I can wait I suppose. But be warned Twilight. I will not give up so easily on him, even if it means being sent to the moon for a thousand years."

Twilight gave her a soft smile pulling a book from the shelf nearest to her and sitting next to Rarity. They both sat quietly reading together.

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_**Hey Peoplez I have gotten TONZ of views so if people want more tell me. Oh and don't forget to favorite and all that jazz.**_


	11. Breaking the Barrier

Charles followed the Princesses out of Twilight's library, Spike closed the door behind them heading back inside. He trotted around getting a better feel of his new quadruped leg's, giving his wing's a few soft flap's as well.

"This is alright, I wouldn't mind being a pony like this for a while. I'd really like to get these wing's going though and fly. I've flown before in machine's but to have actual wing's!?" He gave a loud chuckle prancing about happily.

Celestia and Luna laughed to each other seeing his antics. However other ponies around looked at him in awe seeing a new solid black Alicorn with a fire mane and tail prancing around like a foal would when they would play. Most gave a small giggle while others looked at him in awe, some even in fear. When compared to Luna and Celestia, This Alicorn looked downright evil and dangerous, with the fire mane and sleek black coat. Another thing everyone noticed was this new alicorn's lack of a cutie mark.

"Charles, please calm yourself, you will have all the time you need in order to learn how to fly and use magic." Celestia giggled watching his antics. He stopped for a moment looking back to Celestia.

"I wonder..." He began. " Now that I'm a pony, Charles seems like an odd name for me."

"Would you like a new name? You do have that option, and nopony will think differently of you should you choose." Celestia smiled.

Charles hummed to himself thinking as he looked over his black coat and fire mane. "I think Midnight Flame would suite me in this form, what do you think?" He said giving a proud stance.

Celestia's eye brought on a bedroom look as she looked over his frame. "I think that would be more than suitable."

The three continued walking around Ponyville, Midnight stretching his wing's giving them a solid flap ever so often to get a better feel for them. They were about to stop at the local diner but stopped, hearing a pony yelling

"OH MY GOSH! HANG ON! ILL SAVE YOU!?" Midnight looked around to try and find the pony in trouble but was soon eclipsed in darkness from above. He looked up just in time to see a torrent of rain bombard him.

"AH!" he yelled standing there completely soaked, his wings lay out to his side dragging the ground now damp, his mane and tail smoked a little as the water evaporated on it upon contact.

"Rainbow Dash!" Celestia chortled loudly causing the pony to stop and look at her. She gave a gasp and quickly landed bowing to the princess then looking back to the black pony gasping from the sudden drenching.

"OH MY GOSH! HE'S STILL ON FIRE!" She yelled trying to take off to get another rain cloud but was held in place by Celestia's magic.

"Rainbow, please calm yourself. Our guest is fine. He is an alicorn like my sister and I. His mane is simply part of what he is." Celestia smiled releasing Rainbow Dash. Rainbow quickly landed, walking over to the towering black Alicorn looking him over then got right up into his face flying in front of him.

"Hmmmmm, haven't seen you around here before. Whats your name stranger." She said eyeing him. He gave a soft smile.

"Well Rainbow, I thought you'd recognize me."

"That voice... Charlie?" RD said looking in disbelief.

"Yep." He laughed flapping his wings again causing the wind to rush past RD making her spin.

"OH MY GOSH! You are so cool looking. How did you?!" She gasped looking at him all over, running her hoof through his mane to see if it was hot or not.

"Twilight did it. It was a spell to turn me into a pony. But I think it backfired cause I'm now a Unicorn, Pegasus thingy." He chuckled.

"We are called Alicorn dear Midnight." Luna said.

"Alicorn it is then." he laughed.

"Have you gotten to fly yet? Your wings are HUGE, I bet you could fly super fast, but not as fast as me mind you." She smirked crossing her arms in front of her.

"Well I don't know how to fly just yet. I've only been an Alicorn for about an hour now." He said giving an embarrassed expression, his ears laying back. RD gasped at this, looking at him with determination.

"I can teach you! I am the best flyer in Equestria after all." She grinned.

Charles smiled widely looking from RD to Celestia. Celestia just smiled giving a nod. "Please do not take to long though Midnight, We have much to talk about."

Midnight chased after RD "I'll try to be quick about this, but don't worry, I won't take to long hopefully."

Celestia and Luna looked at Midnight then to each other giving a small giggle, then heading further out of town toward's Midnight's home next to Sweet Apple Acres.

**XXX**

A short time later Celestia and Luna had arrived at Midnight's/Charles' home and sat quietly on the front porch. They smiled at how peaceful it was, and relaxed hearing the birds singing, crickets chirping, and the wind blowing through the weeds and trees. They had never felt more relaxed.

*KRA-BOOM*

*KRA-BOOM*

The silence was shattered by two loud boom's overhead. Celestia and Luna rushed from the porch looking up seeing a long rainbow and trail of fire side by side in the sky. They watched in awe as the two sound barrier ponies slowed quickly and landed laughing loudly.

"That was AMAZING! We'll have to name your move, The Sonic Flamebow." RD laughed giving Midnight several pats on the back.

"I never thought it possible for any living thing to break the sound barrier, That was truly way past cool." Midnight laugh triumphantly "Thanks for the lessons RD, I'll catch up with you later sowe can try some new moves."

RD gave a determined grin. "You got it, check ya later!" She yelled taking off at full speed into the sky.

Midnight smiled seeing her take off then looking back to the 2 princesses standing before him. Their mouths hung open seeing him standing there, he had just done what only one other pony had done before him and he had only been a pony for about three hours now. He stopped, giving them a questioning look.

"Ladies? Whats wrong?" He said giving a grin.

Celestia was the first to shake herself from her stupor.

"Oh... um nothing Midnight, It's just that..." She trailed off her sister taking over. "We never thought you would pick up on flying so easily." She said giving timid smile.

"Flying isn't that hard, I used to be a pilot in my home world at one point in my life. I know the basic's of how flight work's, it was just a matter of applying that to actual wing's that are attached to me. Once Rainbow Dash showed me how to start, I took over from there. Learning tricks will be a little harder since I'll need to get used to how to tilt and turn my wing's accordingly. Breaking the sound barrier is pretty easy though as long as you go in a straight line." He spoke as he entered his home, the two princess' in tow.

He leaned down slightly folding his wings into his body as he entered the home. He squeezed through the front door but got hung up on his wings. He gave a slight groan trying to wiggle past the door but couldn't quite make it.

"Ugh, I think I just found the first drawback to being a pony this size." He pushed backward and popped loose falling onto his rear on the porch. Luna and Celestia giggled at this. Midnight couldn't help but smile at them.

"Well, I can't get in there, so what now?" He asked looking at the two as he got up giving his wing's a gentle flap and folding them back in.

"Why not come back to Canterlot with us? We have more than enough room for you to stretch your wing's, plus we have many fine instructor's on magic usage. It would be a welcome treat to have you stay at the palace." Celestia smiled giving him a gentle nuzzle

His ear lay back slightly, and a shy smile on his face. "T-that sound's nice. But I would like to come back home before this spell wears off, It's more fun than I could have ever imagined being like this but I don't know if staying this way would be beneficial for me."

Celestia looked rather hurt at the comment but simply nodded. "As you wish Midnight, please, let us go to Canterlot." She smiled opening her wings and launching herself into the sky, Luna followed quickly behind her.

"Hey wait for me!?" Midnight laughed launching himself at an incredible speed into the air. He zipped past the princess' then slowed so they could catch up. As they caught up he gave a hardy laugh.

"HA! I guess I should use moderation when launching myself into the air like that." Celestia gave a slight chuckle at this and led the way. Luna fell back following the two as they flew side by side, talking back and forth to one another. Her eyes tracing the stallion Alicorn's frame all over. She gave a devious grin reaching out with her magic and gently pinched Midnights flank. He let out a loud eep as he tumbled forward and around a little looking back at his flank but caught himself in the air about fifty feet below Celestia, They came back to each other halfway.

"What happened Midnight?" She inquired.

"I dunno, felt like a bee stung me for a second there. Guess it was just a pinched muscle." He shrugged and kept flying. Celestia looked back at Luna who gave an innocent smile. Celestia laughed shaking her head and kept flying towards Canterlot.


	12. Magic and Bedmane

Upon arriving in Canterlot, the three landed just outside the palace gates. A few of the more noble families stopped to stare at the new Alicorn as the guards opened the gate for the princess'.

The guards gave Midnight a questioning look as he followed them into the palace. The gates were quickly shut and the guards returned to there position's beside the gate. Many of the ponies who had seen Midnight began talking to one another, the news quickly spread all over Canterlot, within a few hours word had made it back to Ponyville as well as other cities nearby.

Upon entering the castle, Midnight looked around in wonder seeing how large and spacious the castles interior is. Luna and Celestia split up. Celestia motioned for Midnight to follow her. They made way to the dining hall were a small spread was just being placed for them on the table. Celestia sat down quietly as a unicorn butler placed a plate of food in front of her. Midnight sat near her watching her use magic to levitate the food to her so that she may eat it. He looked at his plate as it was set in front of him, He concentrated on a small tomato trying to lift it. He watched as the magic grasped the tomato and then crushed it into oblivion. He let out a squeak of embarrassment, Celestia smiled.

"Try again, I'm sure you'll get it, Try not to think about grabbing hold of it so hard, think of yourself lifting it as if it were a feather. Gently."

He nodded and tried again, seeing the next tomato lift slowly off the plate but to slow for his comfort, he though of going a little faster and the tomato shot straight into his face splattering all over it. Celestia was taking a sip of tea as she saw this and spat it out laughing loudly. Midnight gave her an incredulous look picking up a roll in his hoof and tossing it at her. It bopped her on the side of the head and landed with a soft thud on her plate. Midnight snickered seeing her shocked expression. They both burst out laughing for a moment until a maid came in.

"Is... everything alright your majesty?" The little unicorn maid asked.

"Everything is fine my little pony." She chuckled.

The maid stepped out of the room closing the door behind her. Celestia turned her attention back to Midnight. *boop* Midnight had levitated a celery stalk and gently poke Celestia's nose as she turned around. Celestia's eyes crossed seeing the celery stick, she then let out a giggle.

"Good job, I think your getting the hang of levitation." She smiled then taking a bite of the celery stick giving him a sly grin. Midnight smiled but lost concentration seeing the way Celestia was looking at him, which sent the celery stick falling onto her plate.

"S-sorry." He blushed.

"It's ok, loosing concentration is common amongst those just learning to grasp their natural magic ability. Keep up the practice and I'm sure you will have no problem doing other feats of magic. Being an Alicorn is far easier though when it comes to magic, Unlike unicorn's, we can more easily manipulate magic."

"Its an odd feeling. I've never had the ability to use magic, yet now that I'm concentrating on it, it feels as if it's just an extension of my body, like an invisible arm reaching out to hold and grasp things." He said as he looked at his plate sending every item on it into the air and moving around in various formations. Celestia looked on in amazement, it had only taken him a couple of minutes to fully grasp the ability to use telekinesis. She kept watching even as he ate and drank to his hearts content. He finished sitting back away from the table.

"Uh, Princess?" He started which snapped her out of her stupor yet again.

"I'm sorry, please do not think of me being rude. It's just that I have never seen anypony grasp Flight or Magic as quickly as you have, it is a very remarkable feat indeed, and please do call me Tia. Luna has called me that for a very long time now, and I find it suiting that you have that privilege as well." She smiled.

Midnight tilted his head for a moment then asked. "Were did Luna go anyway, she parted from us earlier when we came into the castle. I was hoping to get to know her as well."

"She usually sleeps during the daytime, She takes over for me during the night so that she may raise the moon. I raise the sun in the mornings. Did my student not inform you of this?" Celestia stated.

"No not at all, As for the moving of the sun and moon, that doesn't seem possible for any creature. In my home world we have no magic or any species other than humans capable of speech like we are talking now. To think of a being with that much power, being's with no power would consider them gods." Charles stopped as realization set in.

"T-tia, Do you mean to tell me I have the ability to move planets if I so wish?" Celestia hesitated for a moment, This was the pinnacle of question's that would determine if this being would be good or evil. Although he has little ability now, he could grow quickly and possibly be a threat to all of the universe.

"Y-yes, Midnight, you could have that power if you practiced enough and developed your magic."

Midnight looked down at his hooves then pressed them to his face rubbing intently as if trying to wake up. He stopped, pulling them down with a a serious face unlike any Celestia had ever seen.

"Finally, I can protect those I care for. I no longer have to hide or fear for others. I can actually protect everyone and everything." He said as tears streamed down his face. A Small flash appeared on his flank as his cutiemark appeared. Celestia smiled widely seeing it.

"Congratulations Midnight, you have just earned your cutiemark, and from the looks of it, you will be true to your word." She spoke nodding to his flank. Midnight turned his head to see his cutiemark, smiling as he saw it. It was a crossed set of swords behind a shield of Dark blue. Fire enshrouding the entire thing to show his burning passion to protect those he loves and care for. He looked back to Celestia with a tear stained face.

"That is pretty cool looking." he laughed as tears still filled his eyes. Celestia came over giving him a reassuring nuzzle.

"I-I'm sorry for that. It's just that, I've always been through so much torment trying to protect the thing's I care for. I've lost many friends and loved ones due to my inability to properly protect or care for them. Having that power now means a lot, I'll never give up this power so that others could be harmed. C-can I remain this way? Please let me. I would do anything to be able to protect everyone." He said giving Celestia the most pleading eyes she had ever seen. She could feel a tear form in her eye and simply nodded.

Midnight cried out again wrapping his hooves around Celestia pulling her into his embrace. Celestia was a little surprised by this but wrapped her hooves around him as well. They sat there for what felt like hours but had only been a few minutes until his emotions were in check. Celestia quickly finished her meal and lead Midnight to the next area, The throne room. Midnight looked around in awe for a moment and noticed the throne sitting at the top of a large row of stairs, two guards standing silently at the base of them.

"This is the throne room, I hope to add another chair to it in the near future." She smiled back to Midnight.

Being a little dense at times he didn't catch the hint but just smiled to the princess who moved through a door into a long hallway, It took a few minutes to walk through but they arrived all the way across the courtyard into a bustling building

filled with many ponies who were carrying many books and papers. Very few were older ponies while most were a lot younger. He looked to Tia for an answer.

"This place is very special, It is the magic school for gifted unicorns. I'm sure I can get a few instructor's to help you learn about your magic." She smiled.

"Or I could be your teacher if you prefer, it would be seldom but I have had several eons of experience with it." Midnight sputtered for a moment looking at Celestia.

"Did you say eons?"

Celestia nodded.

"That would mean your thousands of years old. How is that even possible?" He asked shaking his head in disbelief.

"Alicorn magic is extremely powerful and very hard to use up all at once. Due to the amount of magic we have we never physically grow any older than roughly a pony in their early twenties. It is a bad thing at times though." Midnight lowered his head at this comment.

"I can understand that."

Celestia stopped for a moment in surprise yet again, she turned to him with a questioning look. "You couldn't possibly know what that feels like." A hint of ice behind her voice. "How would one so young understand that?"

Midnight look back up, his eyes soft and caring as they made contact with Celestia's. He moved forward a little giving her a gentle nuzzle as he spoke quietly into her ear so that others would not hear.

"I may not know from experience, but that doesn't mean my heart cannot tell that you have experienced great pain before many times over. An immortal being who has friends that they may make over time that are mortal, will in time have to bury them after they have lived their life. Those countless friendships, those countless lost loved ones, were each once part of who you were, and what you still are. They may have past on to a better place and left you behind, but that doesn't mean they went willingly, and I know that they too will also always carry their memories of you with them. Friendship is a powerful thing and can never be broken, even from the thralls of death itself. I'm sure that when the time comes, you too will get to

see all of your friends again in time. Just remember one thing." He placed a hoof under her chin raising it to meet his gaze, tears flowed like a small river from her eyes as her eyes connected with his. "Never give up hope. That alone is what makes us invincible, what drives us on!"

The hallway was clear now from all the students who had quickly found their classes, teachers had all but closed doors to each classroom and began their lessons as Midnight and Celestia spoke.

Although a beautiful speech, it fell onto only one set of ears other than his own, and those belonged to the white celestial being in front of him. Celestia gave a small laugh pressing her forehead to Midnights, Their horns gently touched as she opened her eyes looking into his.

"I... In all my time... Never once has anyone said so little... that meant so much to me. Thank you." She smiled pulling away.

"Please, let us continue our tour of the castle. There is much more to see." She began walking away leaving Midnight dumbstruck for a moment. Although it was his words that were powerful, it was her actions at that moment that left him speechless.

He continued following Celestia until they reached their next destination. It was a room filled to the brim with different levels of cascading rows of seats.

Cut into five segments and going up at an angle. Each segment splits by a row of stairs heading down to their levels. The entire room was empty except for them alone. Celestia smiled turning back to see Midnight looking around.

"What is this place?" He asked.

"This is a spellbinders court. Were a spell may be bound to any object, living or not." Celestia smiled. moving closer to him.

"You mean, this is were I could potentially become permanently the way I am now?"

Celestia gave a small nod and smile causing Midnight to dance happily in place. "Then can we begin? I'd rather not wait any longer than I have to."

Celestia shook her head, the smile fading from her face. "You see, I do not know which spell Twilight cast on you, And only the one who cast the spell can make it permanent. She will need to come here to finish the spell she started. This room

will also amplify her power so that the effects can become permanent. I will send for her shortly but it may take a day for her to arrive."

Midnight lowered his head a little in disappointment. "I understand. Well until that time comes, how about we finish up the tour. I would also like to get a chance to talk to Luna, She seemed rather distant when we last met. Hopefully I can bring a smile to her face." He smiled causing Celestia to giggle softly.

"I'm sure you would be able to make anyone smile with that cheerful attitude of yours. You will get your wish though." She gestured looking out the window toward the setting sun. "It is almost time for my dear sister to raise the moon. Let us go and meet her. Her bedroom is next to mine in the upper part of the castle. Come, we shall greet her together." Celestia waved her hoof into the direction they would be heading.

After several flights of stairs and many doors gone through they arrived in the highest tower of the castle. Celestia tapped on a large door that was split down the center, each door measured around five feet wide. In the center of the door was a giant emblem of a crescent moon. The door just down from this one had a large sun on it.

"I guess these are their rooms." Midnight thought to himself as the door slowly creeked open. Although the light was dim as the sun was almost fully set, he could see Luna coming out of her room with a wide yawn, her mane bedridden. She stopped as she finished yawning as her vision fell upon Midnight. She let out a squeak back peddling into her room, her magic grabbing a pillow and flinging it into Midnight's face as the door slammed shut.

Midnight gave a whinny of surprise as the pillow impaled itself on his horn sticking to his face. Celestia let out a loud laugh as she fell to the floor.

Tears formed in her eyes as she kept laughing.

"THAT WASN'T FUNNY TIA!?" A booming voice echoed from within Luna's room. "You know we are uncomfortable around male figures, we are not amused in the slightest. You have embarrassed us Tia and yee shall have to raise the moon thyself tonight." A loud hmph ended the sentence as a thud hit the door. Luna was setting with her back against the door disgruntled at being seen with bedmane.

Celestia slowly stopped laughing and began. "I'm sorry Luna, please forgive me. It's just that our guest has been eager to spend some time with you, to get to know you better. You left earlier to sleep I understand, but now our guest is not sleeping just so that he can get to know you. Do please come out."

"We will not come out until we are at least presentable." The muffled voice came from inside the room.

"Princess, Luna, I've seen bedmane before, it's nothing to be embarrassed about, Please come out. I promise not to laugh, and if I do you can kick me in the shin." Midnight said giving a wink to Celestia who only smiled holding back another giggle.

"Besides, bedmane is cute."

A surprised whinny came from the other side of the door as some shuffling could be heard. The door slowly opened revealing the princess of the night. She slowly stepped from her room into the hallway.

"T-though thinkest my tangled mane t-to be cute?" She said looking up to Midnight, her ears lay back with a slight pink tint to her cheeks. Midnight looked down to her gaze giving a soft smile.

"Very cute." Luna's cheeks burned red at the compliment but quickly faded seeing Celestia grinning like a dog behind Midnight. Luna's shy demeanor quickly vanished, replaced by a serious persona as she stood up proud and began to walk down the hall to the rotation room, which in its own way was a library unto itself. Celestia gave a snicker calling to Luna.

"Luna dear."

Luna looked back to her sister and Midnight. "Yes?" she asked.

"You still have bedmane." Causing a small snicker from Midnight which then caused Luna to snort, turning red in embarrassment and anger. She quickly stomped to the room at the far end of the hall. Midnight started off toward her but was stopped by Celestia.

"Please be kind to her, She has not had much time to spend around others, our sibling love is almost all that she knows for the current time. Show her what a friend is." Celestia smiled as she turned to head to her room. Midnight nodded giving a soft smile as he continued to the room at the far end of the hall. He knocked on the door, No answer. He gently pushed the door open to see the princess of the night standing proudly outside of the room on an extended balcony, The sun was setting on the opposite side of the castle but she didn't need to see it. Her horn glowed bright with power, Midnight watched

quietly making his way to just a few steps behind her and to the side as he watched the moon slowly rise in the distance.

The light of day slowly faded to night as the twinkling stars of the night could now show through brightly across the sky. Midnight gaped in awe watching not only Luna's feat of magic, but seeing how brightly the night sky was. There were countless stars all across the sky. He could even see the mist of the galaxy this solar system is home to, streak across the sky.

"Beautiful..." He said trailing off still in awe. Luna gave a surprised whinny quickly turning around.

"What did you say?!" She growled.

"They sky, its magnificent. The sheer glow of each star, the moon glowing in the sky. Its all as if it were a painting done by the master of masters. In my home world I could barely see the night sky due to the city lights and pollution covering the sky. To be able to see it like this feels like I could fall into its vastness and keep falling forever. It is literally beyond any words I

could think of." He said still watching the sky, little twinkles of stars could be seen slightly flashing across the sky.

Luna's face was flushed a deep crimson at the comment, nopony had ever said such a thing about the sky before to her. "P-please, don't say that, the night is merely wasted on everypony as they sleep through it and never get to see it. There is no need for such comments. M-my talents of the night are wasted on those who sleep through it." Luna said walking past Midnight, her head slowly falling as she spoke.

Midnight turned to her stomping the ground in a huff. "Don't think so little of yourself princess! I for one love the night! If I could stay awake forever just to see the sun rise and then fall to the night, I would, over and over again. It is a sight that everyone should be able to see and be thankful for. Even if others do sleep through the night, that doesn't mean they do not appreciate it. It brings comfort to those with weary heads who have worked so hard during the day. The night helps bring them to sleep yes, but it also does more than that. It helps heal everything living and not. For when they sleep, their bodies heal, time passes quickly from sleep so that they can do again tomorrow what they did the previous day. Never think of your gift as merely something so trivial that it could be tossed aside for such a petty reason." He spoke but was interupted by a now angry princess.

"PETTY REASON!? WHAT GIVES YOU THE RI..." She was cut off as Midnights voice echoed loudly around her.

"YES PETTY! Don't ever think so little of yourself. You are worth more than anything else in existence." Luna gasped loudly at the comment, her cheeks flushed bright red again, but not from anger. Her ears forward giving the black stallion her full attention as her hoof pressed against her chest.

"Luna. Please, never ever ever think so little of yourself. There is only one of you, and without you the world would be sad. Live life to its fullest each day and never give in to hate or anger. It may be a hard life as royalty Princess, but you still have a life to live. Even you deserve a break from being royalty." Midnight finished closing his eyes and turning away from Luna toward the moon that she had risen into the night sky. His head was lowered to the point were you could see the pain in his

face from feeling bad for the night princess. Luna rose and walked quietly over to him giving him a gentle gave a soft gasp in surprise looking to Luna as she looked into his eyes.

"Thank you." She began. "For telling me that. I honestly never thought anypony could understand how I felt. You surprised me though. Being so young and even newer to this world, it feels as if I've known you now for a long time. Please, stay here with me for the evening, we shall talk more." She smiled giving his cheek a light peck as she turned heading back into the room. Midnights mane burned bright for a moment at the peck but returned to its normal size and changing to a light blue shade as he followed her inside.

Celestia gave a smile watching from above on another balcony overhanging the one below her were Luna and Midnight were previously. "I'm beginning to think this male may be a charmer." She chuckled to herself. "That or he is just astoundingly nice to everypony." She chuckled again heading back into the room she was in.

Luna had pulled an old dusty book from a shelf and sat down on a large pillow. she rested the book in front of her reading it quietly. Midnight came in quietly sitting down next to her She sputtered for a moment.

"W-what are you doing?" She squeaked.

"I'm curious, would you teach me some magic?" He asked with pleading eyes.

"W-we are not sure how to teach thee such a thing, we have always learned form books. We think that is the best way to learn." She said pulling another book from the shelf and placing it in front of Midnight. He gave her a soft smile which she pretended not to notice and opened the book to read.

"Magic regarding astral bodies. This sounds a little advanced for me." He chuckled "Ive only really learned how to levitate objects just recently. I think moving the stars would be a bit of a task for someone like me." He laughed.

Luna gave a soft smile looking to him. "We are sorry, we have been a bit preoccupied as of late and were not considering

the book that we chose for you. Please let us talk about your magic and how you feel in your new form."

The night went on for hours it seemed as Luna and Midnight talked back and forth. Much of the stories he had told her were from when he was human back in his home world. Many of the stories would make her laugh, some would bring a tear to her eyes, but eventually they sat down together again to chat about some spell books. As the night rolled on Midnight felt his eyes begin to get heavy,

Luna watched him with a soft smile on her face. "He is forcing himself to stay awake so that he can keep me company. I don't know what to think of this." she thought to herself. She spoke softly nuzzling him. "Please, rest your head Midnight, You have done more than enough for me tonight."

"But princess, I don't want to leave you alone." He smiled nodding out.

"You wont leave me alone. Even if you sleep you have proven one thing. I will never be alone in the night again." She said as Midnight fell asleep next to her his head resting forward on his front legs. Luna smiled resting her head onto his. It was very comforting. His mane was not hot even though it was fire burning softly. It was the same temperature as his body. She gave a little yawn nuzzling him gently, falling asleep again. They spent the rest of the night like that until morning broke across the sky.

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**D'AWWWWW **So what do you guys think. Don't forget to fav. and all that jazz.


	13. The End is Nigh?

Twilight and Rarity had made their way back to Charles' home. Twilight finished taking care of organizing all the books within the house while Rarity just sat around aimlessly. The house was rather quiet minus the few sounds of the books being placed upon shelves within the household. Rarity could not find any peace though in what was going on. She had thought more and more about Charles and how close they have become within the past few weeks since his arrival. They had become so close that in the spa... Rarity shook her head blushing furiously as she tried to dislodge the images from her head. But it was no use. She new what she felt, and obviously Charles felt the same, but would he still feel the same now that he was a pony with basically infinite power? She didn't know, but she was determined to find out.

"Twilight." Rarity yelled from the other room. "How long will that spell last that you cast upon Charles?"

Twilight quit with the organization and walked into the living room were Rarity was to avoid yelling. "Well, it should last roughly twenty four hours. After that he should return to normal. However, with him turning into an Alicorn, I have no clue as to the effects it could have on him. He was a non magical being before, and now with all of the power that an Alicorn has, there is a chance that..." Twilight trailed off for a moment. "Rarity, come with me. There might be a problem." Twilight said as she rushed out the door leaving Rarity sitting there puzzled as to what just happen, she quickly set after Twilight slowly catching up to her.

"Twilight! Whats wrong?" She asked as she finally caught up with her almost half way to Ponyville.

"Its about the spell, If Charles turned into an Alicorn and then returned to his true form, the magic buildup from the conversion could be catastrophic." She said as she breathed heavily from running full gallop.

"What are you talking about? Doesn't transformation spells work differently from other spells. I've seen you turn creature into Unicorns before and when they reverted nothing happened." Rarity groaned.

"Yes that's true to a point, You see, the magic coming from the body due to the reverting transition will usually go back into the land it was initially pulled from, however, once a being transforms into an Alicorn, if they revert back after a time. that magic could have a dire effect on not only the person it came from, but also to the world in which they came from."

Rarity gave a gasp. "You mean?!" Rarity asked.

"Yes! This world and his own could potentially have several different scenarios. One: He could revert back normally and no magic would infect the land. Two: The world could magically change and be permanently altered by the magics return from him. Three: His world, and our own could possibly be destroyed from the reverting. and finally Four: Everything within our

universe could possibly be destroyed, and I do mean everything." Rarity gave a gasp as they continued there gallop to the library. They arrived fairly quick busting through the door.

"SPIKE! EMERGENCY LETTER STAT!" Twilight yelled causing the baby dragon to fall over into a pile of books. He quickly got to his feet rushing to get the parchment then quickly meeting Twilight to take the note. "Princess. It is of utmost importance that Charles/Midnight return to Ponyville now as well as yourself and Princess Luna. Our world could be

destroyed if her reverts back to his original form." "Send it Spike" Twilight yelled causing the little dragon to fumble with the letter then sending it. They waited patiently for roughly three minutes before a bright flash filled the room.

Standing there were the two regal princess' and Midnight.

"Twilight please explain with haste." Celestia said, a tinge of fear in her voice. Midnight and Luna stood there with worried expressions on their faces.

Rarity came up to Midnight giving him a nuzzle, looking up into his eyes. He smiled nervously laying down on the spot and returning the nuzzle as they awaited Twilight's information.

After a minute of explanation everyone was shocked to hear it.

"Well I guess there really isn't a choice in the matter. Twilight will just have to make me a permanent pony. I wasn't expecting this at all, but if it means that the events that unfold would lead to mass destruction and death, I'd be happy to sacrifice my original form to save all that life" He said gently nuzzling Rarity who was now crying softly under his chin while nuzzling against him.

Celestia looked at him with a weary smile. Noticing how affectionate Rarity had become to him. She had seen this all to many times in the past with many different ponies. It was a blossoming love that was sure to be. A tear fell silently down her cheek.

"Midnight, you have the choice to stay as you are or possibly becoming human again that could also have a chance at destroying everything in existence. There is one drawback to becoming an Alicorn, and you already know that. Are you willing to accept that even though the consequences could be dire?"

Midnight looked up with a serious expression on his face. "I'm willing to do whatever it takes to save a life, even at the cost of my own." Celestia gave him a smile then looked to Twilight.

"Twilight, if you will, please finish the spell. He has agreed to his new form."

Twilight pulled a book from the shelf quickly searching to the spell she had cast before. After a minute of reading she placed the book to the side and began. Her horned slowly began to glow, getting brighter every moment until the room filled with light. After a few seconds of blinding light a small orb of light escaped her horn and flew into Midnight. Seconds felt like hours as they continued to watch in awe. Midnights form reshaped into his human counterpart and then back into the large Alicorn. His presence faded into the light for a moment until the light itself was eminating from his body. He fell to the floor panting slightly as the light vanished. Rarity cried as she came back up to him nuzzling him lovingly. Midnight gave a contented smile weakly wrapping his wing around Rarity. Within a few minutes he fell asleep. The others quickly found seating near Midnight as the sun princess began.

"My little ponies. I would like to speak with you regarding Midnight. I'm sure you all understand that now he is an Alicorn, he is considered royalty."

Looks were exchanged between them all as Celestia began again. "Rarity, I must admit that finding your apparent attraction to him is a surprise, but not unwelcomed. I do understand your feelings toward him and would like to convey unto you this. He will assuredly outlive any and all ponies that are not Alicorn. Over time he will see the pain and suffering that it has caused Luna and I as well. But since he has chosen you as well it is hard for me to ask you what I am about to ask you. I would like to ask that if you would like to continue your relationship with him that you let me borrow him for a short time."

Rarity gave her an unsure look. "What do you mean by borrow princess?"

Celestia gave a sad embarrassed expression as her ears lay back. "I-I have not bared a foal before, When the last human was within my grasp in Equestria he passed before we could try to consummate a foal. Now that another has arrived, and has been changed into an Alicorn. I would ask that you let us spend some time together for this to happen."

There was a dead silence in the room. All faces burned bright red at the comment. Rarity began shortly after.

"Princess. I-I do not know if that would be something I could let happen. Even if I did agree, you would still have to ask Midnight himself. It is honestly up to him. But if he agreed to it, I wouldn't be angry at you otherwise. You have lived for

the longest of time. I honestly cannot say no to what you wish to be when it comes to having a family. So... I agree if Midnight agrees. I will not hold it against you or him in the slightest." Rarity smiled cuddling into Midnight happily.

Tears streamed down Celestia's face at Rarity's approval. A smile coming across her face. "However..." Rarity continued causing Celestia to gasp slightly at this. "I would like to see the little one from time to time as would Midnight I'm sure." She smiled. Celestia let out a contented sigh. "I'm sure that would never be a problem my little pony. All of you would be welcome to see the the foal whenever you like."

*groan* "You know girls..." Midnight gave a slight groan as he began. "Speaking about someone who is in the same room as yourselves isn't very clever."

He let out a small laugh at the end causing the girls to remember his entrance into the world.

"Uh... Midnight, did you hear?" Twilight began as she was cut off.

"Yep." He said raising up slowly onto his haunches. Celestia's face burned brighter than the sun at that comment. Luna gave a quiet giggle seeing Celestia's embarrassment.

"Well... I have no clue as to how to go about this." Midnight said giving a smirk.

"Well darling, I believe a short vacation to the palace is in order. Then after my boutique is finished you can come back home. Oh my, but what about your home darling, you did seem to not be able to fit through the door." Rarity said giving Celestia a wink.

"Well, I can always bunk at your house." Midnight winked to Rarity causing her to blush furiously which made everyone laugh.

"As for my home. I guess I wont be needing it afterall. However I would like a few things from it before giving it away."

This comment caused the other to blink at the comment wondering what he meant by giving it away.

"Well I don't have much inside my home that I actually want to keep. As for driving my car, that wont happen ever again so I guess I could donate it to a museum or something, the books can go to the library. I'll have to think about the rest of the things and see were they should go. Other than that, the house can go to the Apple family. It is just outside their farm after all. It would only seem fitting they have it." Midnight gave a little yawn that made his mane and tail quiver slightly then back to normal as the yawn ended.

"I'm kind of surprised by all this to tell the truth. Everything has moved so fast since my arrival here in Equestria. It seems to be a never ending rollercoaster when I'm around you girls." He laughed.

"Well we do like to have adventures." Twilight smirked. "As for those books you said you'd donate..." Midnight laughed loudly as did everyone else.

"Oh my, hahaha Twilight if you were this into anything else other than books I might be afraid of you."

Twilight smiled widely her gaze never leaving Midnight.

"Yes, yes, you can pick them up anytime. Heh your easy to please once someone knows what to get you." Midnight laughed causing Twilight to recoil a little in embarrassment. The others just laughed.

"You spoke of a car Midnight, what is it?" Celestia asked looking rather confused. Rarity and Twilight smiled.

"Well to put it simply, its a self propelled chariot that you can control." Midnight said as he stood up slowly letting Rarity rise with him. "Shall we go to my home and take a look at some of the things that need to be sorted through?"

"That sounds splendid." Celestia smiled as she headed toward the door.

"Uh..." Luna began catching everyponies attention. "Remember last time you tried going back into your home?" She said with a sheepish grin.

"Hmmmmmmm. Midnight said as he pulled a hoof up to rub his chin in thought. He closed his eyes for a moment concentrating on his body. His horn began to glow softly at first then brightly. His body was enveloped in a magical aura and began to shrink. It continued slowly for almost a minute until he was about the same size as Luna. He stopped, taking in

a deep breath. Everypony looked at him in amazement.

"Shall we go now?" he smiled heading out the door. Twilight stayed back as her and Celestia were the last left to leave the library.

"Princess, did you teach him that?" Twilight asked, a worried expression on her face.

"No my dear. Luna did not either. This may prove to be problem all unto itself, or a great gift, I dare say that this could be the start of a new age of magic for all of Equestria if I think what is to be true." She said leading the way out the door, Twilight close behind.

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OOOOOHHHHHHHHH Kinky. Who knows what he is going to do with his new abilities. And don't forget to favorite and stuff.


	14. Books and WAR?

They arrived within a few minutes of walking from the library, to Midnights home. Midnight had asked Twilight to head over to Sweet Apple Acres to get Big Macintosh and a cart to pull the books back to the library. Rarity followed Twilight as the Princess duo stayed with Midnight in his home. Luna seemed to look around the home in fascination seeing other worldly goods.

"Please make yourself at home Celestia. I don't have much to offer but you are welcome either way." He smiled as he slowly made his way upstairs.

Celestia gave a smile and nod as she walked around the room looking at various objects. She came across a picture of a young boy and two elder people behind him. Several other photos were scattered around the home as she looked them all over. It was the young child from the first picture growing older. They all went along his life as he did various things. From graduating the boy scouts to getting a degree in college. She went into the kitchen looking around seeing that it was a little small for her to be in, but she could still move around easily enough. She looked at various food items and smelt of a few that she had never seen before. Some were very sweet while other smelled bitter or sour. She ran across a small booklet on the counter that caught her attention. She opened it to find recipes, all home made items in which Charles had gotten from friends and relatives back in his home world. She flipped through it casually then placed it back down, making a few mental notes to have her cooks try some of them later. She stopped for a moment as she heard some shuffling upstairs. She came back into the living room to see a long row of books floating from upstairs to outside on the porch, stacking them all up in order. After a couple minutes the book train ended as the last book went outside onto the porch.

Midnight walked quietly from Twilight's room upstairs into his room. Nothing could be heard as he entered. Luna popped around the corner from downstairs startling Celestia.

"Hey Tia, look at this." She smile waving a small yellowish object in front of her. "Its strange looking. I wonder what it does?" She said as she gently used magic to poke, prod, and move parts of the object around. She looked into the end of it that looked to be a long tube and nothing could be seen at the end. She continued playing with it until finally she found a slide that went back and forth. *click* *click* she looked worriedly at it as the slide locked into place and no longer moved. She quickly began to poke and prod it again until she found a small trigger with her magic and pulled it. The object let out a quiet PFFFFT noise as a little orange dart was sent flying across the room hitting the wall with a thud. Luna gasped

seeing what had just transpired, she picked up the dart pulling it up to her face inspecting it. It was very sturdy but squishy at the same time. She hmmed to herself and did the same actions to the object again sending another dart across

the room. She giggled excitedly and yelled for Midnight.

"Midnight! We are curious as to what this object is, could you please come tell us?" She spoke out in the royal whee. A quiet trot could be heard from upstairs as Midnight mad his way downstairs.

As he descended the staircase he looked to see Luna holding an old Nerf gun that he had as a child. He gave a chuckle shaking his head.

"That my dear princess is called a toy gun. It shoots out little foam darts. I used to play Nerf wars with friends when I was younger. It's actually quite fun, just don't shoot anyone in the eye or face and its safe to play with." he smirked.

Luna continued shooting darts until it ran out. She gave a small worried expression as it ran out of darts. She looked to Midnight who just gave a chuckle.

He took a hold of it and placed the darts into a small cartridge he had pulled from the gun then placed it back inside. He showed Luna how to aim with it and its other functions until her curiosity was satisfied. Luna played with it for a few more minutes until she had grown bored of it and then went back to hunting. Midnight made his way into the entrance of his study, at which point he found out that there was not enough room to fit in it comfortably so he began to pull books from just outside the door moving them outside.

"You have quite the library Midnight. Have you read all of these books?" Celestia said as she walked under the floating line of books.

"I have read them all many times over." He smiled but stopped as he could now recall every word of every book he had read. He stood frozen for a moment as did the train of books. Then proceeded to let them travel outside again. Celestia noticed his sudden stop and asked.

"Something wrong?"

"Not really, I just recalled every book I've ever read is all. It's strange, I could never remember more than a few of them before, and now I can remember everything I've ever read. Even stuff from when I was a child." He rubbed his head confused.

"That would be due to your new Alicorn magic. It helps you to remember all the details of everything you have ever come across, that way you can always think of an outcome to any given situation."

Celestia beamed.

"Hmmmm, I guess that could be considered a gift and a curse at the same time."

Celestia flinched slightly from hearing the word curse.

"What do you mean curse?"

"Well, you would remember all the bad as well as the good. I honestly would like to forget all the bad. But then again you can learn from the bad so I guess it's not all that bad." He shrugged as the last of the books finally escaped the room and out the front door. Luna emerged from a back room downstairs wielding several Nerf guns as well as a vest covered in extra ammunition and other Nerf war material. Midnight looked at her for a moment before laughing. Luna smirked at him and then started shooting him with the guns. He gave a startled yelp and ran outside, Luna hot on his hooves. Celestia chuckled shaking her head as she followed them outside quietly.

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By the way Lulu won :P


	15. Donations and making Babies

Rarity and Twilight had arrived on the farm to find AJ and BM in the barn on the other side of the house That had stayed up from the storm, moving hay bales from a wagon.

"Hup!" Big Macintosh yelled as he tossed a hay bale up to Applejack.

"Hup!" Was AJ's response as she caught it.

Rarity and Twilight watched for a couple minutes until the bales were all but loaded into the upper part of the barn.

"Hey Big Macintosh. Can you help us out?" Twilight asked

Big Macintosh turned around just as AJ came down from the loft. "EEyup."

"Thank goodness. AJ you had better come along as well. We have some important matters to discuss." Rarity chimed in.

"Big Mac, grab the wagon and head to Charles' house." Twilight instructed as she followed Big Macintosh.

"What da'we have'ta discuss Rar?" AJ asked.

Twilight and Big Mac had left to head to Charles' home leaving Rarity and AJ to discuss what had happened at the library and Midnights decisions.

"Well, you see darling." Rarity began as they began their trek to Charles home. "Midnight... er Charles had Twilight transform him into a pony so he could experience what it would be like to be one of us. However... there were complications." Rarity stuttered looking away.

"What kinda complications?" AJ prodded

"Well darling. He turned into an Alicorn." Rarity winced seeing AJ's reaction.

"What in tarnation!? How in the hay did he turn into an Alicorn?! That just ain't possible is it? I mean, dang... Well what happened?" AJ calmed herself enough to let Rarity finish.

"Well it turned out pretty bad. He had to stay an Alicorn to keep from being destroyed or destroying everything in existence. It was a terrible thing to say the least, but he seemed to have coped rather well. The only thing left now is for you to talk to him." Rarity smiled.

"Uh... beggin yer pardin Rar, but why do ah need ta'talk to him?"

"Well, it is a bit of a surprise darling, please don't prod, your questions will be answered shortly." Rarity smiled skipping ahead of AJ.

AJ let out a chuckle as she followed behind Rarity to Charles now former home.

After a few minutes they had reached his home, Twilight was outside already loading books into the wagon. Big Macintosh was chasing Luna laughing as she kept shooting orange darts at him. AJ stopped for a moment to observe Big Mac and Luna, then just shaking her head laughing as she walked up and into the house.

"AJ, good to see you again." Midnight smiled, causing AJ to back peddle in surprise looking at the evil looking Alicorn. Midnight gave her a questioning look then realized she hadn't seen him in this form yet.

"Hey AJ, its me, Charles, well my name is Midnight Flame now but its still me." He smiled.

AJ walked wearily toward Midnight. She came up to him, looking him over. He smiled using his magic to levitate her hat off and placed it on his head playfully. She gave him a smirk.

"Alright Charlie, ah believe it's you." He smiled tossing her hat back onto her head making her chuckle.

After a few minutes and everyone had taken a seat including Luna and Big Macintosh, Midnight began.

"Well AJ, Big Macintosh. I didn't just ask you to come by to help out Twilight. I wanted you two here for what I'm about to say." Midnight began.

AJ and Big Mac looked to each other, a worried glance split the two.

"I'm a little large to be in this house since my transformation, so I would like the Apple family to have it. That is why I'm moving most of my belongings out. Twilight gets the book's for her library. The car can go to to a museum I guess. I have a lot of stuff to go through. I have a ton of childhood toys I can leave here or donate to any filly's and foals that don't have much. Or your little sister can just have them all. I think however Luna has taken it upon herself to raid my Nerf gun stash." He smirked toward Luna who was reloading several magazines that went to the Nerf guns.

Luna looked up and around to everypony looking at her giving a big smile then going back to reloading. Everypony gave a slight giggle at her as he continued.

"I'm not sure what type of toys ya got for foals but I'm sure Applebloom would love to have a few of'em. I know her friends would love some as well. Scootaloo only has a scooter as far as I know, Sweetiebelle has a hoof full so I'm sure she wouldn't mind passing up a few to give to some other foals in need." Big Macintosh said.

"As for some of the other items in the house I wouldn't mind leaving them here under your families care until I needed them if at all. But I don't have any real place for some of my keepsakes, if you want I could pack them up and move them into the attic to be out of the way."

"There's no need for that. Ah'm sure the Apples will take good care of yer belongins. There ain't no need ta worry yer head there Midnight. I have'ta say though. That is a might striking name ya chose. Suites ya purty well. I will admit though, when I first took a gander at'ya, ya were a might intimidatin." AJ smiled blushing a bit.

"No prob, Thank you for your help AJ, Big Mac, We should be out of here shortly." Midnight stated as he stood up to head back upstairs.

As he went back upstairs his audience downstairs could hear the door shut to his room. "Ok, why in Equestria is he giving the Apples his home? He planning on leaving?" AJ spoke out confronting the group.

"Er... um... Darling... He will be in Canterlot for a short time, then he will return to Ponyville once my boutique is finished." Rarity smiled blushing heavily.

AJ raised an eyebrow at the comment. "Ok... well why is he waiting for yer boutique to get done...?" AJ trailed off seeing Rarity's blush grow to cover her entire body. AJ gave a laugh seeing her so embarrassed.

"Congratulations Rarity!" Big Macintosh announced with a smile across his face.

"W-w-w-what!?" Rarity nearly shouted.

"Well. yer letting a male into yer life, AND letting him stay with you. That must mean ya found yer special somepony didntcha?" AJ smirked

"W-w-well, yes. But we haven't made things official yet. He will be staying with the princess temporarily. I'll still be here until the boutique is finished. I-I don't know if he would want to make things official though. Being the only male Alicorn in Equestria. He could have literally any mare he would want." Rarity shuffled uncomfortably revealing her worries.

"Now don't sweat yerself silly sugarcube, If ah know Charlie as well as ah think ah do, then ah can guarantee he'll choose you over any other pony." AJ smiled giving Rarity a gentle nudge. Rarity smiled but still shuffled nervously.

"I wonder what Midnight is doing upstairs?" Twilight asked out of the blue.

"Rar, why dontcha go check on him. I think we'll head on over to the library." AJ said as she headed outside, the rest of the ponies close behind.

Rarity had a worried expression across her face, she was now alone in the house with a powerful Alicorn male, She felt in her heart that he wouldn't do anything to her, but there was always that constant itch that would tell her something is wrong. She quietly climbed the stairs turning left at the top heading a short distance down the hall to a closed door. She could hear muttering inside the room.

"What is he talking about? And to whom?" She thought to herself. She pressed an ear to the door trying to listen to what Midnight was saying.

"What am I going to do? I have all this power yet I'm scared stiff to use any of it. I don't want to use it because I feel it could corrupt me. Humans are far to susceptible to loose control to vast amounts of power, and here I am with literally the power of a God. What do I do? Why couldn't I just have stayed a human? Why did I agree to that silly transformation spell. I don't mind being a pony now but I cant stand the thought of not being able to change back. Wait a sec, What if I could have another transformation spell change me back but keep my magical power?! No that wouldn't do. I'd still be like an outcast to the ponies because I'd be human. Hmmmmmmmmm. I guess I'll have to stay this way for the better of all life. Heh a small price to pay to keep everything in existence from turning to dust I guess. Ah, better to not dwell on it. What's past is past, and I should only look to the future."

Rarity could hear Midnight talking to himself through the door. He briefly stopped for a moment to gather his thoughts, as Rarity was about to knock on the door though he began again causing her to stop before her hoof hit the door.

"Now, onto our next subject. What in the hell am I going to do about the princess?" Rarity's eyes went wide at that phrase as she pressed harder to the door to listen more closely. "She wants to have a kid. But I'm in love with Rarity. I dunno if Rarity would want to have a kid with me or not. It's really to early to even consider that though with her. I'm sure she has plans for the future. But there is another thing that's bugging me. I think some of the others have hidden feelings for me as well. I know AJ and Twilight like me, but those are the only ones I've actually spent time with other than Rarity. Oh god what am I going to do?! I'm so confused. Plus the worst of it all is that I'm an Alicorn. The princess said I'm basically immortal. I can't handle that. If I'm in a relationship with a mortal, seeing them pass would be terrible. UGH! If I had a normal existence with a regular lifespan I wouldn't be so worried. This... This is all to much."

Rarity continued listening even after Midnight had stopped. She could hear a soft weeping coming from inside the room, she pulled back feeling her heart sink. She hadn't realized just how hard Midnight was taking this.

After a minute she quietly knocked on the door, She could hear some light shuffling inside the room for a second before Midnight said come in. She slowly pressed open the door seeing him laying on his bed facing her. She blushed slightly but continued into the room.

"I was wondering where you had gotten to Midnight, you left us all downstairs so suddenly we all thought the worst. Is there

something on your mind?" She asked trotting over to the side of the bed looking up and into his eyes. His now red eyes had a soft glow to them as she continued to gaze into them. His expression seemed a bit strained and sorrowful but still loving and caring. He began quietly as she listened intently.

"I... don't know Rarity. I've just come to this world and so much has changed in such a small amount of time. I'm just not sure how or even if I can properly cope with all that has been going on. I mean, look at whats happened. I get turned into an Alicorn by Twilight when she didn't know what type of pony I would turn into but said I could change back after a short amount of time. I turn into a godlike pony that has to stay that way or have the universe basically implode unto itself. That, I don't really mind because I don't have to worry about protecting all those I've grown to care for, but the princess asked me to father her child?! That was a serious blow to me. I don't have any children and to suddenly be asked to be a father. I have

no idea how to proceed." He said as his emotions began to come to a head. He lay his head down onto the bed, his forelegs bent underneath him. A silent tear slowly streaked down his face. Rarity smiled softly to him coming up to his head

as it lay to the side of the bed. She walked up slowly to him gently pressing her lips to his in a soft kiss. His eyes went wide for a moment before slowly closing. After what felt like forever she finally broke the kiss moving forward gently nuzzling the side of his head.

"Rarity?" he started but stopped

"I'm sorry Midnight, I was listening to you just outside your bedroom door. I know your worried, but please don't let it get to you." She nuzzled more into his neck." I... I feel the same way toward you." Her cheeks flushed a bright red.

"I understand your feelings about becoming a parent. It's not everyday a goddess asks you to be the father of their child. It is your choice though. If you decide to stay at the castle I wont stop you, you will still have a place in my heart though." She smiled giving his nose a little kiss. He smiled back nuzzling her gently. He let out a long sigh as he pulled himself off of his bed to the floor. Rarity came up to his side leaning against his leg looking up to him. He turned his head smiling down

at her.

"Lets go Rarity. I'm sure Twilight and the others are waiting for us." He waited for Rarity to go on ahead and out of the room. He walked toward the door stopping to look back into his room. He gazed for a moment as he felt some regret to giving away his home to the Apple Family. There wasn't much left for him now in this home. Just a few small things. But at least he gave it to a family who was the backbone to all of Ponyville. Giving one last sigh he turned to the door heading out and downstairs. Rarity awaiting him on the porch.

"There you are darling, please, don't feel bad. I know this is all a little much for you right now, but after some time I'm guessing you wouldn't have changed a thing that has happened." She smiled nuzzling his chest a little.

"Rarity." he began.

"Yes darling?"

"Have you ever flown before?"

This took her a bit by surprise. "Y-yes, once before. Twilight cast a spell on me to give me wings. They were beautiful but they evaporated into thin air from the heat of the sun while I was flying. Rainbow Dash and several Wonderbolts had to rescue me. It was frightening to say the least, but I would oh so love to fly again." She smiled shuffling nervously.

Midnight lay down for a moment looking to Rarity. "Hop on." He smiled. Rarity looked at him wide eyed for a moment and slowly climbed atop his back between his wings. she wrapped her front legs gently around his neck as he stood up. He spread his wings wide looking back to her. She gave him a nervous smile as he trotted slowly ahead gaining speed and then taking off causing Rarity to squeal loudly in delight.

They took off gaining altitude fairly quick. He flew through a few clouds causing them to fly apart. Rarity giggled as some of the cloud attached itself to his face making it look as if he had a beard. He chuckled shaking it off and continued flying around.

"Look down Rarity." He spoke softly. She looked down seeing the sun glimmer off of a small lake. It almost looked like a million tiny diamonds sparkling in the sunshine. She smiled resting her head against his mane feeling his warmth. She looked around seeing far out into the distance over the Everfree forest. It seemed to never end. Looking back into

the other direction she saw most of Ponyville and Canterlot in the far distance along the mountainside. She looked to the sunset as it was nearing the horizon.

"It is simply magnificent up here when you can look around yourself instead of focusing on flying. Thank you Midnight, but please, let us go to the library. I'm sure Twilight and the others are waiting on us."

"Alright then." He grinned as he took a steep angle toward Ponyville causing Rarity to squeal out loud again. After a couple minutes they arrivde safely outside of the library. They made their way inside to see Spike furiously trying to organize all

of the new books into the shelves in a separate part of the library. He would pick up a couple and read the title then place it on a shelf. Some other books he didn't know what to think of them and tossed them to the side onto a large pile of books. He finally grew disgusted and tossed the books in his claws into the air.

"UGH i give up!? These new books are a nightmare to try and figure out what they are." He huffed loudly and went upstairs. Midnight made his way over to the stack of books and quickly began looking through them setting them into seperate piles. After a few minutes with the help of his levitation magic the books were organized accordingly. He grabbed some parchment and a quill quickly making small notes attaching them to the piles. It had taken all but 5 minutes to finish. After that he went into the main part of the library through a doorway on the back wall. Celestia, Luna, and Twilight were in there talking, but stopped when Midnight and Rarity entered.

"Hey everyone." Midnight smiled. Rarity quickly went to Twilight's side taking a seat next to her.

"Whats going on?" Midnight asked seeing the unsure look on there faces.

"We were wondering if it was ok with you to go on to Canterlot. It is short notice but Rarity's home should be finished within the next week. It leaves us little time to spend together." Celestia blushed looking away.

Midnight looked to Rarity who had a nervous expression mixed with hurt. He walked over to her giving her a gentle nuzzle and whispering into her ear. "Ill be back when your boutique is finished, Don't worry though. You are the one that holds my heart." He gave her a gentle kiss on the cheek causing her to burn a crimson red. Twilight gave a small giggle which then caused Rarity to smack her shoulder playfully.

Midnight gave a heavy sigh looking to the Princess. "I guess there is no time like the present. Let us go." He said with a blank expression heading to the door. Luna and Celestia gave each other a worried expression then followed Midnight. As soon as they had exited the library Rarity broke down sobbing quietly. Twilight gave a surprised gasp at Raritys sudden change in emotion.

"Rarity? Whats wrong? I thought you would be happy about all of this." She said giving her friend a hug. Rarity sobbed in between words.

"I don't k-know, whats come over m-me. I should be h-happy for the p-princess, b-but I just feel like Midnight is b-being pressured into doing s-something he may not want to d-do." Rarity continued crying while Twilight rubbed her back still in the embrace, trying to calm her.

"Oh princess, do you know the pain your causing?" Twilight thought to herself as she looked out into nothingness.

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No But she does know how horny she is. :3 Give me some Reviews plz. Oh and favoritez.


	16. Making BABIES

AUTHORS NOTE! This chapter contains ADULT material. I have finally reached the first adult section of the story. Although short it is a little graphic. *Hence the MATURE tag* I have made this part SKIPABLE in case you dont like CLOP in your stories. So you have been WARNED!. The CLOP area has been outlined. Also, this chapter is LONG!

The three celestial ponies had arrived back in Canterlot Castle. Luna had decided reek havoc against the guards with her new toys while Celestia and Midnight went elsewhere.

The two alicorns walked quietly along, Celestia in the lead with Midnight in tow. He recognized the path from which they were taking and soon they would arrive in her quarters. Midnight was starting to panic slightly at the thought of what was going to occur. He didn't really love the princess, and he didn't really feel the need to become a father. Much less one that would only see his child ever so often, and what about the care for the child? Being royalty meant that most of the princesses time was spent with royal duties. If she had a child, would she let Luna take command for a short time, or let the royal staff take care of the foal so that she could continue her duties? Question after question hammered into Midnight's mind as he

continued to follow the princess. He had been so in thought that he hadn't realized that they both had arrived in Celestias bed chambers.

Celestia entered her room followed by Midnight. She made her way to her bed, discarding her royal attire as she went, an ever growing blush spread across her face. She lay down on her bed turning her attention to Midnight who was still at the door, his head slightly lowered, his eyes avoiding direct contact with Celestias. She noticed his sudden change in demeanor, quickly calling to him.

"Midnight? Please come here." She gestured to her bed. He hesitantly trotted over to the bed. Slowly climbing onto the side but quickly hopping back off and began pacing, his wings fluffed a little from the stress he was now under. Celestia hopped off the bed coming over to Midnight she started to ask him what was wrong but he started causing her to pause.

"I don't know if I can do this, I mean, will you be an actual mother to the foal and neglect royal duties in order to raise the young one. Or will you have your staff or Luna raise the child?" He continued pacing back and forth causing Celestia to worry slightly.

"Midnight." She began. "As a princess I will continue to have royal duties regardless of whether or not I have a foal. Being royalty means my duties will never cease. However... If it would put your worries to rest, I give you my word that once the foal is born, I will raise it personally, and of course you will be welcome to have that privledge as well. I do not intend on

keeping the foal all to myself. They will need a father figure in their life as well. And from seeing you worry so much about the foals possible raising shows me that you will be an excellent father." She said giving him a smile, looking into his eyes.

Midnight gave a loud sigh of relief. His questions had been answered and the stress of the day was disappearing. Celestia smiled hopping back onto her bed, her blush returning. Midnight looked at her as a sudden realization overtook him. He was in her bed chambers with her, and she was waiting for him in bed. Celestia smiled over to him giving him a wink and beconing him to her bed. His fire mane and tail burned a bright orange as a blush burst across his face, only hidden by his dark coat. Celestia gave a giggle and decided to poke some fun at him as he began to walk over.

"I'm not sure if you are aware Midnight, but sometimes getting a mare pregnant can take more than a single time of lovemaking." Her entire head was now as red as a beet, Midnight's heart was racing so fast that he was panting. He was about to rut with Royalty, not only once, but possibly way more times than he could imagine within the next week

Naughty bits below! To pass it up scroll down to the next set of hyphen marks.

Celestia's horn began to glow as she lit candles all around the room, closed the drapes and locked the door to her room. She place a muffle spell around the room to prevent sound from escaping. She was taking every precaution to make sure that not only would they be comfortable with each other, but to also keep everypony in all of Equestria from knowing

that she was rutting.

Midnight made his way over to the bed. Celestia lay there on her back sprawled out. Her forelegs pulled up to her chest. Her tail and legs laying onto the bed. Her wings partially unfolded. Her mane rippled magically over the bed causing the sheets to seemingly roll under it. Her face blushed a bright red as Midnight pulled himself onto the bed slowly pressing himself onto her. There breaths hot from anticipation. He lowered his head to beside Celestias whispering in her ear.

"I-I'm not sure how to start this. I've never done this as a pony before." He gave her ear a gentle nip pulling away. She gave him a playful grin as he was suddenly flung into the air and onto his back on the bed. He gave a startled yelp looking to see Celestia now atop him dominantly. She smiled down to him lowering her head to his ear this time.

"Then please. Let me lead, I'll make sure this will be something you will never forget." His eyes went wide as she pulled away giving his ear a gentle nip as well. He was more shocked at her sudden change in behavior than the fact that

they were about to rut. He lay ther watching her intently wondering what she was going to do but didn't have long to wait.. She began kissing his chest gently, her horn began to glow as she moved slowly down. Midnight felt an unfamiliar tingle around his nether regions. It wasn't at all unpleasant. In fact it felt better than anything he had ever felt from any of his sessions back on earth with a lover. He could feel his passion growing as Celestia continued. His member began to withdraw from it's sheath moving further up him as Celestia moved down. He gave a soft gasp as he felt Celestia's tongue flick across the head. She continued for a moment teasing his member with her tongue. He gave a little groan making Celestia smile. It had been decades since she had last rutted, and she was going to enjoy every second of this. Opening her mouth wider she took in the head of his member, gently suckling it. He gave a quiet gasp feeling her tongue move all around the head.

He was now in the thralls of extasy, his perception from once worry and fear now trained to desire and lust. His only ambition now was to make her scream in passion. Without even thinking his horn glowed brightly pulling Celestia overtop of him placing her plot right in his face. She gave a surprised yelp, then giving a loud moan as Midnight dove into her sensative mound. His tongue tracing gently around the lips then being shoved forcefully into her depths. Her wings flapped gently giving a slight spasm everytime his tongue found its way inside her. She continued teasing his stallionhood for another few minutes until she thought she was ready. Gently letting his member slide from her lips she stood up reluctantly from Midnights assault on her mound. She turned around facing and stradling him as her horn glowed wrapping her magic around his member guiding it to her depths. They both let out a heated moan as she rested fully onto his member, grinding into him. She lay forward onto his chest kissing him deeply. He thrust up into her causing her to moan out softly into his lips.

He gave a grin hearing her little whimpers of pleasure. He gave a grunt between words still thrusting into her. "You seem to be enjoying this Princess. Why are you being so quiet though. I figured you to be a screamer being royalty and all." He gave a chuckle seeing her expression of lust mixed with embarassment. She leaned forward placing her mouth next to his ear, breathing lustfully into it, giving little moans as she spoke. "I can be louder, but then I would have to punish you. She gave a sinister grin biting down on his ear pulling up then letting gave a grin as well.

"So she likes it rough huh, never would have guessed someone like her to be so rough." He gave a chuckle watching her as he began thrusting into her harder. A lustful smile crept across her face as she threw back her head moaning out loudly. This drove him to a new extreme as he thought of how to torture her a little. After a moment his horn began to glow brightly. Using his magic he began to make her plot more sensative as he pounded it.

Her expression quickly changed from lust to ultimate extasy. She moaned out loudly as she was driven up and down harder onto his member. She gasped as she could feel herself boiling to the breaking point. She screamed out as she came, hot love juices gushing out all around his cock as he kept pounding. She cried out as her orgasm never subsided through the relentless pounding.

Midnight felt his peak quickly approaching as Celestias tight plot milked every inch of his cock. He gave a loud growl as he thrust one last time hard into her, filling her depths with his seed. They stayed like that for almost 5 minutes. basking in the afterglow, then slowly fell onto the bed panting heavily.

Celestia lay there breathing hard looking at Midnight who was smiling and looking back to her. "I havent felt like that in almost an eon." Celestia panted.

Midnight smiled letting what she said feed his ego. He turned onto his side unfolding his wing, wraping it gently around her and pulling her close to him. She placed her head under his gently nuzzling his neck. He gave a little chuckle catching her attention.

"Whats so funny?' Celestia purred.

"Well... I just made love to a goddess... and she plans to continue making love to me countless times for an entire week until I knock her up. Either this is a VERY good dream, or I've died and gone to heaven." Midnight chuckled rubbing his nose to hers.

Celestia gave a sinister smile which made Midnight feel a little nervous. "Oh I plan on having quite a bit of fun with you for the next week my dear. It has been decades since I last rutted, and I plan on having all the fun I can stand to make sure I'm satisfied for at least another decade." He gave a nervous laugh as Celestia quick began rubbing his groin with her hoof, kissing his neck gently. Midnight gave a slight eep at this then realized. This isnt going to be a week of heaven. This is going to be a week of hell?!

end naughtyness

It had only been a day since Rarity and Twilight had seen Midnight. Although Twilight wasn't all that affected by his absence, Rarity was feeling rather blue. Her every waking moment she would think of Midnight and what the princess was doing to him. She would be sad, then angry, then curious. The cycle would repeat ever so often and it was beginning to drive her crazy. She had spent most of her time in Midnight's home. Organizing many different things, and going through everything she could to keep her mind off his absence. She had run across photo albums and took the time to look through them. She had seen many of Charles' happier times and even a few baby pictures causing her to giggle at his cuteness. After seeing his photos and comparing him to his current pony form, she began to wonder what their foal would look like. After a short time she gasped in sudden realization. She was thinking of having a foal with Midnight. Rarity sat there for what seemed

like an eternity thinking about what she had just thought. Could she really be thinking about bearing young so early in her life?

She shook her head trying to clear the images from it. It was far to soon to be thinking about that sort of thing. She hesitated for a moment looking back to the photo album. Remembering the smiling face of Charles as a baby, she compared it to when Sweetiebelle was born and all the happy times she had taking care of her, and all the bad times. Her eye twitched thinking about all the trouble she had gone through babysitting her sister while her parents went out on a vacation or an extended stay to someplace. She had come to the point thinking that she had actually been the mother figure to her little sister for most of her life. Her parents weren't around all that much due to their hecktic schedule, so Rarity had to pick up the slack to raise Sweetiebelle to the best of her abilities. Rarity gave a heavy sigh placing the photo album

back onto the desk. She knew it was to soon but she felt that the time would slip by before she knew it. That and what would Midnight think? Would he want to father two foals from two different mares?

Again she shook her head trying to dislodge all of the images from it. With a heavy sigh yet again she gave up on thinking for the moment and decided it would be better to just go out and relax. But what could she do?

After walking into Ponyville Rarity just looked around, walking without a destination. What could she do to pass the time? She stopped suddenly giving a hint of song. "Ideeeeaaaaaaa!" She turned around and galloped back to Twilight's. She came into the library rather quickly causing Spike to fall back in surprise while carrying a small stack of books.

"AAAHHH, Rarity?! Whats going on?" He said picking himself up and then the books he had dropped.

"Were's Twilight?" She asked getting an uncomfortable distance from Spikes face. Spike just looked into her eyes dreamily. "Uh... Twi...who?"

"Up here Rarity." Twilight announced getting her attention. Rarity gave Spikes head a couple pats before smiling and heading upstairs into Twilights bedroom.

Twlight sat quietly at her desk reading one of the books she had gotten from Midnight earlier the previous day.

"Twilight darling whatever are you doing being held up in here like an old hermit. You should be out enjoying the day." She smiled looking to Twilight who kept her face burried in the book she was reading. Her smile faded away to slight disgust as Twilight continued to ignore her and keep her nose in the book. Rarity gave a disgruntled sigh as she stepped over to Twilight and took her book from out of her line of sight. Twilight blink a couple times then looked to Rarity. Rarity floated the book to her side as she looked to Twilight.

"I understand Midnight gave you all of these books darling, but that doesnt mean you have to read them all in a day." She sighed placing the book back onto Twilights desk. "Come now Twilight, we need to have a day at the spa. I have some

things to talk to you about." Rarity smiled as she turned heading downstairs. Twilight gave her an questioning look but followed suit.

They arrived at the spa within a few minutes, coming through the door Lotus and Aloe greeted them. Rarity smiled telling them to set up two of the usual's. Within a couple minutes they were in the steam room.

They laid back pressing their bodies to the wall's as the steam began to help them relax, sweating them rather well.

"Ok Rarity, whats gotten into you? You don't normally force anypony to go to the spa with you unless you have something on your mind. Especially if that pony is me." Twilight raised an eyebrow at Rarity crossing her forelegs waiting for an answer. Rarity gave a sigh as she began.

"Twilight darling, I can't seem to focus on anything but Midnight. Ever since the princess told us of her plans with him it has driven me absolutely mad. I wanted Midnight all to myself, but I can't go against the princess' wishes. He will be gone for nearly a week and I'm afraid during that time that he may end up falling for the princess. I couldn't bare to loose him like that. Not without knowing that I tried desperately to keep his attention to me." Rarity gave a pout at the end, looking away from Twilight.

"Rarity, I think your going about this all wrong." She began. "I'm not much for the romantic type but I can tell you this. Midnight seems to be pretty straight forward with his decisions. If he said he is going to do something then you can pretty much expect whatever he said he was going to do, to be done. That includes promises. I don't think you will have anything to worry about. Im pretty sure he is smitten with you." Twilight giggled causing Rarity to smile.

The time went off for the steam room. They made their way to the next phase of Rarity's usual. The seaweed wrap and mudbath. Aloe and Lotus quickly wrapped up the two ponys, setting the timer nearby and headed out of the room as they climbed into the mud baths.

"Everytime I do this Rarity it feels so weird. I don't think I'll ever get used to these mudbaths. The steam room was nice though." She said as she decended into the mud relaxing against the wall of the tub.

"Twilight, I need to tell you something." Rarity began as she looked to Twilight. Twilight looked back, a concerned expression across her face.

"I... I've been thinking about... having a foal with Midnight." Twilights jaw hit the floor. "R-r-r-rrrarity?! Are you SERIOUS?!" Rarity turned her head blushing furiously.

"I-I've only thought about it darling. Nothing more. If Midnight even comes back to Ponyville I don't know if I would even have the gawl to actually ask him about it. I've never felt like this about anypony, not even from my past relationships. Midnight

even before he became Midnight just made me feel safe and wanted. I'm sure you have felt the same thing during your stay with him as well." Rarity smiled causing Twilight to blush, her ears laying back as she began.

"Well... I did find it nice that we all stayed together for such a long time. He never was in a raw mood or seemed to be burdened by us. He was nothing but cheerful to us to say the least. As time went on though I did begin to develop feelings toward him. B-but I wouldn't act on them?! I mean, your the only pony he really has eyes for. At least I think so. B-but if he did have feelings for me to...ooooooooh!?" Twilight became so flustered she couldnt even think straight. She pressed muddy hoofs to her face in embarrassment.

Rarity giggled lightly at her.

"Twilight darling. If Midnight had feelings for you as well I couldn't say anything. We did stay with him together for quite some time. I wouldn't be at all surprised if he had feelings for not only me, but you as well." Rarity gave a smile causing Twilight to give a nervous smile back.

"But, I know one thing." Twilight began.

"Whats that?' Rarity asked cocking her head slightly.

"I know I couldn't ask Midnight to be the father of my foal. At least not anytime soon." She gave a sheepish grin breaking eye contact with Rarity.

"HA! I KNEW IT!" Rarity shouted pointing an accusing hoof at Twilight causing her to gasp in shock.

"Knew what?!" Twilight asked in surprise.

"I knew you thought about having a foal with him as well. ADMIT IT?!" Rarity beamed causing Twilight to burn a crimson red

"Y-yes, I thought about it. BUT ONLY ONCE!" She grumbled.

Rarity gave a dreamy smile to Twilight as she place her forelegs onto the side of the tub proping her muzzle on them. "And when did you think of that?" Rarity hummed giving a soft giggle.

"I-it was when he was carrying you from the bathroom. I was behind him when I..." Twilight paused rubbing her face furiously from embarrassment.

"Go on darling, do tell me what happened" Rarity snickered already knowing what happened, she just wanted Twilight to say it.

"I YAHNKED HIS TOWEL OFF WHILE HE WAS WALKING DOWN THE HALL WITH YOU! He stopped and just smiled at me then kept walking without the towel. H-he even wiggled his butt at me before closing the door." Twilight sank into the mud blowing bubbles at the final stretch of her sentence. Rarity was in histarics laughing so hard she began to cry. After a few minutes Rarity began to slow down and finally controled her laughing fit.

"Hehe. So all it took was a chiseled body and a butt wiggle to catch your attention? I'll have to remember that the next time your off in your studies and refuse to pay attention. I might get that handsome young colt that lives next to the library to come by and try that out for you. What was his name again? Lucky, I believe it was" Rarity grinned widely.

"You wouldnt?!" Twilight gasped causing Rarity to laugh again.

The timer went off again as their time in the mudbath came to a close. They got out and made way to the showers, quickly rinsing all of the mud off and heading into the massage room hopping up onto a table each and letting the masseuse ponies begin.

"So what do you think Midnight will do when he comes back to Ponyville?" Twilight asked.

"I hope he will come to the spa with me again. He seemed rather flustered from his last visit here and refused to tell me why." Rarity fibbed, she knew the twins had made a move on her man but just wanted to bait them into the conversation.

Aloe and Lotus looked at each other pausing the massage for the moment. Lotus began.

"Midnight my dear? We don't remember having apony coming in with you by that name on a previous visit."

"Oh his name is Midnight now. He changed it once Twilight turned him into a pony. I'm sure you have seen him around Ponyville. He was Charles, the human that came in with me before. He is now an Alicorn." Rarity smirked.

The twins looked at each other begining to shake slightly. Not only in delight but fear as well. They had made a move on that human before, and now he is an Alicorn. After what felt like an eternity They stayed quiet as Rarity began.

"Oh I do hope he will join me in another spa session. Last time was so much fun." Rarity giggled. The twins laughed nervously at the comment then jumped as the timer had gone off.

"Mind if we skip that last phase of your usual Rarity? I think I'm relaxed enough as it is." Twilight gave a tired yawn. Rarity gave a smile looking to the twins nodding to them.

After a couple more minutes the two friends made their way out of the spa and began walking around Ponyville chatting away.


	17. Uncle Midnight?

Time had passed rather quickly for Rarity after the spa session with Twilight. The week long wait came to an end as Midnight had flown back into Ponyville.

Rarity's boutique had been finished and all of her supplies restored. Sweetiebelle had been staying with the Apples during the time the boutique was being rebuilt and was now back home. Rarity had come back to the boutique a day early while everything was being wrapped up to start on some items that had to be put on hold due to the storm incident. Midnight had made his way into the boutique looking around at all of the cloth, and many other items scattered around the room. Rarity was in the corner at a sewing machine working feverishly. He smiled coming up to her quietly lowering his head beside hers and giving her neck a kiss. She let out a surprised squeal as she twisted away and around facing the sneak attacker. She gasped seeing Midnight standing there, a seemingly regal glow about him. Her eyes welled up as she ran forward lunging at him and tackling him to the floor wrapping her hooves around his neck. He fell back with Rarity on top of him laughing at her sudden explosive tackle.

"Haaaa haha. Well it looks like I was missed. Heh, I may have to take a week long vacation again sometime if I'm going to get this kind of attention for being away so long." He laughed but suddenly stopped as two hooves were placed on his cheeks pulling his attention directly to Rarity. Her eyes piercing gaze penetrating him as she stared daggers into him talking.

"You aren't EVER leaving me alone this long EVER AGAIN!" She shouted, her eyes burning bright. Midnight gave a nervous laugh but was soon silenced as Rarity pressed her lips to his in a passionate kiss. He gave a gasp but quickly gave in to the kiss, pressing back into her own assault with his own. They lay like that on the floor for almost twenty minutes, kissing passionately before they heard the bell ding at the door signaling that someone was coming in.

"Rarity. I saw Midnight flying into Ponyville and just came by to welcome...him..." Twilight trailed off as her face flushed a bright red. Rarity jumped up from Midnight as he lay there laughing. He turned over onto his haunches looking to Twilight and giving her a wink.

"Hey there darlin, how have both of you been since I've been gone?" Midnight asked giving a smirk.

Rarity shuffled slightly being caught by Twilight in her current position with Midnight. Twilight gave a nervous laugh waiting for the silence to break.

Luckily for them, three little fillies came trotting down the stairs. Sweetiebelle, Scottlaoo, and Applebloom all saw Midnight and tackled him giving him a group hug. "MIDNIGHT!" The yelled in unison.

He laughed falling over from their tackle. "GIRLS! How have you been?! I've missed you three so much." He smiled giving a wink to Rarity and Twilight who just smiled at them.

"We've been doing great!" Sweetiebelle exclaimed, her voice cracking from excitement.

"Yeah! We've been trying all kinds of stuff to get our cutiemarks, we haven't succeeded yet but we're getting close." Scootaloo smiled widely.

"Just the other day we all went down to Fluttershy's to help out with her animals. But we didn't get our cutiemarks for trying to be animal doctors." Applebloom looked away rather disgruntled.

"Well I'm sure you three will get them eventually. I actually got mine last week before I went to Canterlot. See?" He smile nodding back to his cutiemark.

The three fillies as well as Twilight and Rarity came up looking at his Cutiemark which was a Shield over top of a set of crossed swords. The whole thing surrounded by a flame. The three fillies looked at it in awe.

"What does it mean your good at?"Applebloom spoke up.

Twilight and Rarity gave him a questioning look as well silently asking the same question.

"Well it means that I will strive to protect any and everypony I know, love, and cherish from any harm. It means I will devote myself unconditionally to keeping them all safe from any harm that may befall them under any circumstance. It means, that no matter what, I will protect everyone." He smiled giving them a determined look.

"That's awesome!" They all three yelled in unison.

"That is rather awesome." Rarity smirked toward Twilight who just smiled back.

"Hey girls." Midnight spoke catching the three fillies attention. You know, calling me Midnight all the time seems rather formal, even if we are friends. How about you three call me Uncle instead?" He laughed.

The three fillies eyes lit up. Midnight had not realized it yet but he had just given away a secret to not only them but to Rarity and Twilight as well.

Rarity sputtered for a moment at what she had just heard. She sat down on the spot slack jawed. Twilight fanning her as Midnight came over bowing before her.

The three fillies hugging each other bouncing in excitement as they watched. Midnight used his magic to manifest a pristine diamond hoofring in front of Rarity floating it a couple feet from her as he began.

"Rarity, I know this is sudden, but I feel like we have known each other far longer than we actually have. We have laughed together and cried together, and have been there for each other through hard and good times. We trust one another and love each other."

"Awwwwwwww." Came from the three fillies as they listened.

"Rarity, would you make me the happiest Alicorn in the universe? Will you marry me?" Midnight smile nervously as his entire body shook in anticipation of the answer. There was a dead silence as Rarity looked at the ring and then to him. Her slack jaw turned slowly into a massive smile, her eyes filled with tears as she nodded then tackle hugged Midnight crying into him.

Everyone in the room shouted happily stomping the ground as if clapping.

Scootaloo and Applebloom let out a gasp looking to Sweetiebelle.

"Wow Sweetiebelle! You have an Uncle that is an Alicorn! Does that make you royalty to?" Scootaloo ask smiling widely.

"It sure does, and since you two are technically my nieces as well since I asked you to call me uncle. You are as well." Midnight smiled nuzzling Rarity who was starting to calm down.

The three fillies jumped around in a circle singing. "We're princesses now! We're princesses now!" They stopped suddenly getting into a huddle.

"Oh my gosh you guys! What will all the ponies at school think?!" Applebloom asked looking at them. Scootaloo gave a wicked smile. Diamond Tiara and Silver Spoon are going to be REALLY mad. They will probably switch schools they'll be so mad." She gave a giggle.

"Yea, those two have always picked on us, it's time they got some payback." Sweetiebelle said but was overheard by midnight. He walked over to them raising an eyebrow to them.

"I heard the word pick on and payback my dears. Care to fill in your uncle?"

The three gave him a nervous look and told them their plan. He laughed giving them a grin. "Well I'm sure they would quit picking on you now that your royalty. But if they give you any problems again please let me know. I'm sure one quick visit from me and your whole class will respect you enough to not say or do anything bad to you three ever again." Midnight laughed causing the three fillies to tackle him to the floor again giggling loudly.

Twilight trotted over to Rarity giving her a hug and wiping a tear from her eye. "Congratulations Rarity, I'm so happy for you." She smiled.

"You know Pinkie is going to probably pass out from the excitement, as you know she's going to want to throw you a wedding party and bachlorette party as well." Twilight grinned even wider giving her a nudge.

Rarity giggled at the thought then something struck her. Midnight had asked all three of the fillies to call him uncle. Applebloom is Applejack's sister. Did he realize this or did he intend on asking her as well? But then he has spent time

with Twilight as well, and she couldn't place if Scootaloo had family or not because she has never met them. What should she do? Should she confront him about this or let it be.

Twilight looked at Rarity as she seemed to be deep in thought. "Bit for your thoughts." She smiled catching Rarity's attention.

"Lets go upstairs to my room, we can talk there." She said leading the way watching the three fillies play with the Alicorn.

Twilight and Rarity walked into her room closing the door behind them.

"Twilight, I have a nagging feeling. Midnight said for those three to call him uncle. Applebloom is Applejack's little sister. Do you think her intends on asking AJ as well? And what about Scootaloo? I don't even know if she has a big sister."

Twilight looked at her then laughed. "I don't think he thought that through honestly. They were just there and he may have thought it would make them happy. Im sure you have nothing to worry about."

"Well this is a question that cannot wait. I must know for sure." Rarity said as she headed out the bedroom door back downstairs. She reached the bottom of the stairs seeing Midnight still playing with the three fillies. They were riding on his back, all of them on his mane playing with the tangible fire. It moved just like fire but without the heat. Midnight laughed seeing their amazement.

"Hey, you three want to see something really cool?" Midnight said causing them to hop down and nod in unison. Midnight smiled as he concentrated making his mane and tail grow in size. Flames shooting out further and brighter. He unfolded his wing fully. The tips of his feathers along the edge ignited. His eyes glowed brightly bursting into flames as well. He stood proudly giving his wings a flap sending the magical fire around him. The three fillies gave an audible gasp seeing this then tackled him to the floor again. He laughed as his mane, tail and wings returned to normal as he rolled around with them. Twilight and Rarity stood there in awe for a moment before Twilight pulled her to the side out of view.

"Rarity this is amazing. His power must be incredible to do that. Even the princesses together cant make their manes do that. Nightmare Moon was only able to do that in the past before we defeated her. If he is true to his word and stays as a protector. I think even he could defeat Nightmare moon AND Discord together should they ever come back into existance and team up. This is incredible."

Twilight's eyes were wide with excitement. Rarity on the other hand was thinking the opposite. "What if Midnight... turned evil." She thought to herself.

Could she bring herself to stand against him and try to defeat him. He did say that humans were susceptible to be corrupted by power. Rarity walked around the corner from the stairs. "Midnight darling, can we speak a moment in private please.?"

Midnight looked from the side of a filly attached to his face and managed to talk around her. "Kay." He lowered his head letting the little filly slip of and onto the floor. The girls hugged him one last time and went outside to play. Twilight gave Rarity one last hug then left as well, heading back to the library. The two were finally left alone to talk.

Midnight rolled back onto his haunches looking toward Rarity who walked up to him giving him a gentle nuzzle then sitting down in front of him, a worried expression on her face as her eyes fell to the floor as she spoke.

"Midnight... I was wondering... when you asked my sister and her friends to call you uncle... You do realize that Applbloom has a sister... Applejack... right?" Rarity asked still not looking into his eyes. Her hoof tracing circles on the floor nervously.

"I'll be honest with you honey... I just wanted to make the girls happy... I never really thought about AJ when I said that... I just want to make everyone happy... I'm sorry if you thought..." He was cut off as Rarity kissed him. It lasted only but a minute before she broke the kiss moving away. Midnight sat there stunned.

"Thank you darling, I know you tend to not think about some things sometimes and it worries me. I should know the answer though, but I simply must ask you to be sure of it." She smile pressing her forehead to his, their eyes closed as they just sat there enjoying each others company.

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Yes I know it is moving fast BUT once We get to maybe 25 it slows down substantially. Don't forget to favorite and follow.


	18. Lunch with a chance of LIGHTNING

Twilight set out toward her library, she needed to go through a few books on how to set up a wedding ceremony. She knew Pinkie would know, but she needed to know in case a few things might pop up. That plus she had to break the news to Spike. Knowing him and his crush on Rarity, he wouldn't take this to well.

After a few minutes walking she finally made it to the library. As she walked in she saw Spike placing books on the shelves. After Midnight had organized them all it was just a simple task to put them into their respective places.

"Hey Spike, I need to talk to you about something." Twilight began catching the young dragons attention. He placed the last book in the pile he was carrying onto the shelf and sat down next to Twilight looking at her intently.

"What's up?"

"Well..." She hesitated for a moment seeing his innocent face looking at her, waiting for whatever she was about to say. She knew this was going to break his heart but she had to let him know.

"You still have feelings for Rarity don't you?" She asked making him blush a little.

"Yeah... but I realize that its just a crush really, plus Rarity always has stallions asking her out. I doubt I would have a chance anytime soon. Maybe when I'm older though." He said looking a little sad at what he had just said.

"Why do you ask?"

Twilight felt a twinge of fear for a moment as the moisture in her mouth became dry making it hard for her to speak.

"Well, what if she got married to someone?" She ask causing Spike usually friendly demeanor to take a nose dive.

"I wouldn't be happy with that at all..." His demeanor changed quickly back to sad. "But... I never truly let her know how I feel about her so it would be my own fault for not asking her sooner. So I guess I could be ok with it."

Twilight hugged Spike close surprising him. "That's very grown up of you Spike." She released him from the hug pulling back and sitting back down to continue. She took a deep breathe to relax then spoke.

"Midnight asked for her hoof just a short while ago." Twilight watched Spike as his expression went from shock to rage then back to sadness, then to her surprise happiness.

"That's pretty cool. I know Midnight will take good care of her. He just seems the type ya know? I'll still be there for Rarity though if she ever needs me so it won't be a total loss right?" He smiled picking himself up and moving back to putting books onto the shelves. Twilight came up to him giving him another hug then went to search for a book on wedding ceremony's.

**XXX**

Back at the boutique, Rarity and Midnight were fairly busy. Rarity still had many orders to fill and Midnight was doing his best to help her. His knowledge on making clothing was limited to say the least, but when it came to Pony clothing he knew nothing about it. Rarity was running back and forth gathering supplies while Midnight just watched. After a short period though he began to get bored since Rarity insisted she do everything herself.

"Hey hun. I'm going to go out for a bit, Your working rather hard and I feel as if I'll just be a distraction. I think I'll walk around town a little, clear the air some." Rarity smiled at him giving him a quick kiss as he walked out the door of the boutique.

Upon exiting the boutique he began walking around with no particular place in mind to stop at. He made a large circle around town, many ponies waving to him as he walked by. Before he knew it his stomach growled at him. He gave a puzzled looked to himself. He didn't feel hungry but apparently his stomach had other intentions. He gave a chuckle to himself and headed to the diner that he, Twilight, Rarity, and the Princess had previously went to. Entering the diner he grabbed a seat in the back corner away from the many prying eyes. The waitress from before came back handing him a menu. She looked nervous.

"Well hello again my dear." He smiled as he took the menu with his magic, setting it onto the table. She cocked her head to the side.

"I-I'm not sure I remember you ever being in here sir. I'd think I'd remember you." She smiled sheepishly causing Midnight to chuckle.

"Well the last time I was here I was human. Twilight changed me into a pony but it was an unexpected miracle that I turned into an Alicorn. No hard feelings." He laughed causing her to smile as she remembered him.

"Charles? Is that really you? I didn't think transformation magic could turn another creature into an Alicorn. I must say though you are striking as a stallion." She beamed at him.

"Well thank you... I'm sorry I don't remember catching your name." He said giving her a nervous expression.

"I'm sorry I should have introduced myself before. My name is Plum Sweet." She smiled.

He smiled back. He raised his menu and placed his order. She took it back to the kitchen as he waited patiently for his food. As he was waiting he watched out the window. The world crept by as he watched ponies go about their business. Many he had talked to before waved while others smiled. It would continue this way for a while until he noticed the Cutie mark crusaders and Applejack walking past. He remembered what Rarity had asked and gave a nervous laugh to himself.

"Oh god, what if AJ thinks I was going to ask her?! What do I do?" Just as he was thinking this, Plum Sweet came back to his

table with his order.

"Here you are sir." She chirped causing Midnight to snap his head back around quickly.

"Oh my... sorry about that. You just startled me is all." He laughed.

"No no I'm sorry, I shouldn't have broken your train of thought." She gave a saddened smile.

"Heh... it was that noticeable huh?" He gave a nervous laugh.

"You seemed pretty focused, I didn't mean to interrupt. Something you'd like to talk about?" She said placing her order booklet onto the table.

He nodded to the seat across from him as he began. "Well, I don't know how to really talk about this." He began.

"I told three little fillies today to call me uncle. I only meant it to make them happy, but at the same time one of their sisters was in the room. I had initially planned on asking her to marry me in the near future but after what I had said I didn't have much choice but to ask her to marry me right then. She said yes of course. But now my only fear is about those three fillies. One of them aside from my fiance has a sister also. I'm just afraid that if she says something to her big sister that I may have a crisis on my hooves." He sat there with his head lowered looking at his food. Awaiting a response from Plum. He raised his eyes to meet hers. She was smiling widely with a dreamy look in her eyes.

"That is so sweet." She smiled widely. "But don't you worry yourself. I'm sure that everything will work out for the best." She stood up walking over to Midnight and gave him a hug then went back to the kitchen. Midnight gave a hard sigh as he took a bite of his food. After a few more bites a knock came at the window next to him. He looked up to see AJ standing there, a smile across her face. He could hear muffled voices talking next to her. She looked down and talked to them for a moment, then three little fillies popped up pressing there faces to the glass.

"UNCLE MIDNIGHT!" They all yelled in unison then ran inside of the restaurant to him. AJ stood there for a moment puzzled then followed them in.

"Uncle Midnight!" The three fillies shouted as they all came up to the table leaping onto him. He gave a laugh hugging the three then sitting them down. They took a seat across from him as AJ approached the table. She had a raised eyebrow at Midnight questioning him without words. He gave a sigh as she sit down next to him.

"Yes, I'm an uncle now AJ." He laughed.

"To all three o'these youngins?" AJ laughed.

"Only because I asked them to call me uncle." Midnight said looking at them causing them to giggle.

"That and I asked Rarity to marry me." He said rather quickly taking a drink from his lemonade.

"WHAT!?" AJ shout causing the restaurant to stop for a moment then pick up again. She lowered her voice this time looking at Midnight as if he had just torn down half an acre of apple trees on her farm.

"Uh... yeah. I asked her to marry me earlier. Heh. I-is that a bad thing?" He asked as AJ raised a hoof and punched him in the arm. Midnight recoiled at the punch.

"Ow! what was that for?!" The three fillies laughed from across the table. Seeing the smile on AJ's face.

"That's fer not lettin me kno'bout this ahead'o'time, Rar is one'o mah best friends. Ya coulda at least let me know so I could watch the whole scene play out." She smirked.

"Heh, I honestly figured you would of punched me from me getting yer sis to call me uncle instead of that." Midnight laughed but then stopped realizing what he had just said. He turned to see AJ's face completely flushed bright red through her orange coat. A shocked and awe expression across her face as what he said finally hit her. She was staring a hole through him as he began.

"AJ, its not what I meant it to be. I just thought it would be cute if they called me uncle instead of just Midnight all the time. At least with Sweetiebelle it's true though, heh. I honestly didn't think of anything else beyond that. Please don't be mad."

AJ sat there for another minute before taking a deep breath. She looked up to Midnight with a smile as she began. "Ah'm not mad atcha. Ah just wish ya had thought it through a lil more thoroughly afor you said anything. It would have caused alot less grief over time. Heh, but then again." She grinned wickedly rubbing her chin looking away from Midnight toward the ceiling as if imagining something.

"Ya know, being married to an Alicorn don't sound half bad." She smiled at Midnight again causing his firey mane and tail to nearly explode. Just as soon as the flames erupted from him they disappeared completely. His eyes turned white and he fell forward onto the table out cold. His flames slowly came back after a few seconds. AJ sat there in shock for a moment then reached over shaking Midnight a little. He gave out a groan pulling a hoof up to his head.

"Ow. Please don't do that AJ. Kidding or not, I'm kinda gullible when it comes to jokes." He said as he shook his head.

AJ smirked putting an elbow on the table looking at him. "Who said I was joking pardner." She laughed causing Midnight to look at her questionably. He shook his head laughing a little. The three fillies across the table just watched, giggling a little at the antics. Midnight looked back to her, AJ with a serious expression on her face this time. Midnight felt a cold chill

run down his back causing his mane to fluctuate for a moment.

"AJ are you serious?" He asked as he kept looking at her. After a minute AJ couldn't hold it in anymore. Her pokerface broke as she burst into a fit of laughter. Midnight groaned as he knew now that she was playing him like a fiddle.

"AJ, That has to be one of the meanest jokes that has ever been played on me." he smirked taking another sip of his drink. AJ looked at him with a raised eyebrow. "How was that mean?" She asked.

"You had my hopes up." He smirked taking another drink causing AJ to literally fall out of the booth onto her side, The three fillies gasped at the comment then saw Midnights expression then burst out laughing again. AJ pulled herself together and stood back up giving a glare to Midnight then laughing.

"Alright sugarcube I guess we can call that even."

After another couple minutes and having payed for the meal they all left the diner. The Cutiemark Crusaders found a comfortable spot on Midnights back right between his wings as AJ walked next to him. It was starting to get a little later in the evening by this point so he walked AJ home. The girls decided to make it a sleepover night at the farm so they hopped off Midnight making their way inside. Midnight gave a slight chuckle watching them run inside. He sat down onto the porch near AJ who had took a seat in a rocking chair.

"AJ..." he began. "I know I asked Rarity to marry me but I cant help but keep thinking..." He trailed off.

"Thinking about what?" AJ asked staring out into the sunset.

"Well, I have spent a lot of time with Twilight, You, and Rarity since I've been here. RD taught me the basics to fly. and Pinkie is just..." He trailed off again trying to find the words.

"Being Pinkie?" AJ finished causing him to laugh. "I've not spent anytime with Fluttershy, but she seems nice as well." He continued. I can't help but think that I'm rushing into getting married to Rarity. I understand her feelings toward me and I feel the same."

"Then whats buggin ya?" AJ asked.

"I'm not sure... It feels as if I'm in a fairytale story. It all seems to good to be true, yet I cant help but think that something bad is going to happen." He gave a loud sigh flopping down onto the porch. His mane and tail now glowing a bright orange in annoyance with himself. AJ pulled herself out of the chair moving to Midnights side taking a seat. She ran her hoof over his head and mane trying to comfort him. He smiled up to her.

"Thanks AJ, you really are an awesome friend." AJ smiled and continued the petting for a few more minutes until she saw his ears perk up point forward. He raised his head from it's spot on the porch looking forward into the distance. He strained his eyes to see what it was in the distance. As the seconds wore on he could see something just above the ground barreling toward them.

"Rainbow Dash?" AJ said as she came into view. RD was flying as fast as she could coming to a quick stop just feet from Midnight and AJ. She sat down panting heavily.

"Whats wrong RD?" Midnight asked standing up and moving to her side.

"Cloudsdale...trouble...need...help." she managed to pant out as she tried to catch her breath. AJ looked worriedly toward Midnight, He gave her a nod picking up RD and putting her on his back. She started to complain but they were launched into the air before she could get out even a word.

"Were is Cloudsdale?" He asked as he began to pick up speed. RD panted a couple more times pointing into the direction her home town was in. He banked slightly as he began to pick up speed again.

He looked back to her noticing she had caught her breath and was finally able to speak, she was getting ready to jump off and take flight but was held there by Midnights magic.

"Hey what gives? I can fly ya know!" RD yelled.

"Stop it and just tell me whats going on with Cloudsdale!" Midnight growled causing RD to flinch.

"It's the weather factory! Something went wrong with the rain cloud machine and it went haywire sending out more lightning clouds than we can handle. It's getting worse every second. I can't deal with them alone, and every Pegasus within 50 miles is there helping out trying to destroy the clouds. Alot of them are getting hurt, even the Wonderbolts are there helping out." She said still trying to escape the magical grasp.

"RD I need you to hang on. How far is it to Cloudsdale?" He began flapping harder and harder, the wind rushed past them quickly as RD responded. "About 40 miles in that direction." She pointed ahead of them. "Why do I need to hang on?" She yelled over the wind.

"Because we are about to hit mach 2." Midnight yelled as he encased them in a shield, using magic he propelled them quickly forward breaking the sound barrier. With another flap they doubled the speed to almost 1600 MPH. RD looked forward as they rushed through clouds within a blink of an eye. A smile spread across her face until they slowed coming

toward the city now surrounded by literally thousands of small lightning clouds. Midnight stopped, hovering in place as he looked around, the shield still up around them. Pegasi were flying around kicking clouds left and right. He was about to say something but the shield was suddenly hit by a large bolt of lightning causing them to scream out in surprise. Midnight growled right after.

"Lightning muffle!" He shouted causing the shield to fluctuate momentarily. RD looked around seeing lightning strikes but no thunder.

"What just happened?" She asked looking at Midnight who had a determined face.

"Magic." He said releasing the hold on RD. She jumped from him hovering next to him. "RD listen up. I'm going to need your help. I'm going to give you the ability to give these other Pegasi a shield to block the lightning but not all of the sound. All you need to do is touch them. Also I've seen a few get hurt from the lightning, If they are hurt the shield will heal them as well. When they have the shield tell them they can also do that to others and give them the same directions, just touch another pony. My shield will act as a lightning rod drawing all of the clouds to me, but Ill need to concentrate to do that. Get to everyone and let them know." He smirked touching his horn to her forehead making the tip glow. A small bubble shield wrapped around her as she saluted Midnight and shot off. Talking to one pony. They split up and doubled in bubbles. which kept repeating until light pink bubbles were now buzzing around Cloudsdale.

Midnight concentrated causing all of the storm clouds around Cloudsdale to begin to swarm in his direction. He felt a pang of nervousness as they swarmed all around him. Lightning bolts shot out hitting his shield repeatedly. Eventually everything turned a bright white and stayed that way. He strained his eyes closed but could still see the light through them. He concentrated harder this time his horn glowing brightly as the clouds were now swarming him. He could hear a muffle yelling through the clouds.

"Were almost done everypony, don't quit now!" RD yelled. After another couple minutes the light began to die down to

just a few lightning strikes. A swarm of ponies were all around Midnight now as he opened his eyes panting from using his magic so strenuously. His flaps got weaker as he began to fall slightly.

His shield fluctuated and then disappear as did all of the other shields on every other pony. His flaps slowed to a stop as he began to freefall. Several Pegasi including RD rushed to his aid. One grabbing onto a cloud as three others grabbed him slowing his decent. The one who grabbed a cloud quickly flew down and under Midnight letting him land softly onto it. He laid quietly on the cloud completely sprawled out. his wings lay limply to the sides as he took in deep breaths. RD landed next to him gently pressing her nose to the side of his head. He kept panting but opened an eye giving her a smile.

"He's alright!" RD yelled causing everypony within shouting distance to cheer loudly. She looked back down to him giving his nose a poke to get his attention again. He looked up to her as his breathing began to slow and become normal.

"You are something else." RD smirked as she crawled up and under his right wing pressing next to him. He smiled closing his eyes again and drifted off to sleep. It was late in the evening and he had completely spent his available magical power that he was used to using so far. It would take much longer for him to develop himself to use more power. But for now, it was a welcome treat to lay on a cloud and fall asleep.

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I have decided to make this a harem fic BUT it wont happen in the next couple chapters. Please give me reviews and tell me what you think.


	19. Rarity's Love

**AUTHORS NOTE! BEWARE you pony folk, This chapters rating is not a joke. Be prepared for something grim, For this chapters rating is the letter M.**

Morning soon arrived, the sun casting it's warmth along the clouds as it slowly crept over the horizon. Cloudsdale had received substantial damage and was being repaired quick enough. Pegasi flew from place to place mending the cloud town with new enchanted clouds. Molding them to parts of buildings or structures that were damaged.

After a short while from the sun warming his body, Midnight awoke giving a large yawn and looking around. He stretched his body and wings folding his wings up to his body. He rose to his haunches looking over to the rising sun. As he did though he felt his right wing being pulled away from his body over a lump in the cloud. He looked down seeing Rainbow dash wrapping herself in his wing. He smiled at how cute it was and laid back down pulling her close to his side. He lay there for another hour until he felt RD moving around. She finally awoke giving a big yawn and stretching in every direction. She slowly opened her eyes due to an unfamiliar feeling she had. Like a huge wing was covering her like a blanket. Her eyes went wide seeing Midnight laying next to her.

Realization hit her as she remembered last nights events. She stood up slowly pressing Midnights wing off of her.

"Well good morning sunshine." Midnight chirped happily.

"Heh, morning... sorry about this. I never meant to fall asleep next to you. You did pass out the other day though after taking care of all of the pegasi here in Cloudsdale. Thanks for that by the way, it was really cool." She said with a sheepish grin one hoof rubbing the back of her neck.

"It's no problem RD, I'm just glad noone was hurt is all. You did right by coming to me." He said giving her a playful push with his wing. She gave a laugh pushing back.

Midnight rose taking a look around Cloudsdale, taking in the damage that had been done. It was rather extensive but was quickly being repaired. He glanced back to RD for a moment.

"Hey Dash, I'm going to head back into Ponyville, I'm sure AJ is worried and would like an update about Cloudsdale. I'll seeya later." He brushed a wing over her head as he took a nosedive of the cloud they were both on. She laughed watching as he plummeted toward the ground then opening his wings and heading back toward Ponyville.

A short time later he arrived back in Ponyville, landing at Sweet Apple Acres to see Big Macintosh, and AJ, already hard at work. He walked toward AJ quietly as he watched her buck an apple tree sending its fruit into several large bushels. She pulled her hat from her head fanning herself as she took a quick breather. She caught sight of Midnight giving him a wave with her hat, placing it back on then trotting over to meet him.

"So whats the word Night?" She asked giving him a smile.

"Night eh? Shortening my new name also?" He smirked causing her to blush.

"I'm just picking AJ, you know I'm cool with that. Anyway, Cloudsdale is fine now. Reason I didn't come back last night was because I used to much magic. I passed out on a Cloud after it was all over. No biggy really. Just glad I could have helped."

AJ smiled at his comment. It's not everyday a pony can take on an entire out of control storm by themselves. She stepped over to a bushel pulling a couple apples from it and chucking one at Midnight who caught it with his magic. She took a bite out of the other in her hoof. She gave him a nod. He nodded back taking a big bite from the apple.

"So AJ, hows harvest coming along? Need any more help?" Midnight ask nodding to the endless supply of apple trees.

"Nah, ahm good Midnight. Ya should get on back ta Rarity before she flips her wig about ya staying away for a whole night just after ya asked for her hoof an all." AJ laughed causing Midnight to groan.

"Ugh, yeah I guess I should go back then. I'll seeya around AJ." He smiled as he took off into the sky munching the last of the apple AJ had given him.

Another few minutes passed as Midnight made his way to Rarity's boutique. He landed outside but quickly entered. Upon entering he could hear some arguing coming from the back room. He used his magic to keep the entrance bell from ringing as he slipped inside and closed the door, slowly making his way closer to the back room.

"What the hell Rarity?! Why won't you take me back? I loved you and you loved me!" A male voice shouted as hoofsteps could be heard pacing.

"That's right Magnus. USED to love. Keep it past tense because it will never be present again. Besides I'm happily engaged now to a very handsome, very powerful, and EXTREMELY hunky stallion. I seriously doubt anyone or anything could ever measure up to him." She smirked laughing Magnus off.

"Oh really? Well if I ever see him, I'm going to buck his head off then shit down his throat. NOONE is going to have you but me!" Magnus yelled as he advanced towards Rarity.

"What do you think your doing? Stop! NOOOOOO!" Rarity screamed out.

"What are you going to do about it you slut?! Your boyfriend isn't here to protect you, I doubt he would even raise a hoof to protect your sorry ass." Magnus yelled shoving Rarity to the floor and climbing on top of her, holding her down.

Midnight stepped around the corner into the room, his fire mane and tail burning a large hot red flame, his eyes completely engulfed in flames as well.

Rarity looked over to the door as she heard another set of hoofsteps in her home. She saw Midnight standing there looking ready to kill. "Midnight! Help me!" She yelled causing Magnus to turn his gaze to the black fire engulfed Alicorn behind him.

He stood there for a moment petrified as he looked to the alicorn towering over him. He looked back to Rarity his pupils almost non existent. She smiled up to Magnus.

"That would be my fiance, you dirtbag. I hope your ready for some serious payback." She growled at him, her smile turning into a sinister grin. Magnus gulped turning around again to meet a hoof across his face sending him sprawling onto the floor ten feet away. Midnight helped Rarity up giving her a quick smile and kiss as he looked over to the pony trying to stand up but soon met the floor again with a hard thud as Midnight used his magic to grind him to the floor. Magnus let out a small scream as the air was forced from him.

"What should I do with this creep dear?" Midnight asked looking to the pony struggling to stand again.

Rarity smiled wickedly toward the gray unicorn on the floor. "Maybe we should turn him into a throw rug. I'm sure you could get away with it since your an alicorn after all." Rarity gave Midnight a hidden wink that Magnus didn't see. Magnus' eyes went wide as he struggled harder, crying out in fear as Midnight approached him and lifted him off the ground with his magic.

"That's not a bad idea my dear. Oh maybe we can make a set of throw pillows from his hide and send them to his parents." Midnight grinned evilly causing Magnus to finally pass out from fright. He floated there quietly his eyes rolled back into his head.

"So what do we do now?" Midnight asked looking to Rarity.

"Erase all of the memories from his head about me. I never want to deal with that trash again. he was never anything but abusive and obsessive toward me. We would all be better off without those memories, and his presence permanently." She scoffed moving over to him and bucking him hard right in the groin. Magnus didn't move but he would feel the pain soon when he awoke.

"Ouch! Remind me to never piss you off Rarity." Midnight cringed at the kick but moved forward placing his horn to the unicorns head. After a moment of magic, all of the memories that related to Rarity In Magnus' head were now gone. Midnight quickly tossed the pony out the back door into the dirt then headed back inside.

Rarity waited for Midnight to come back in as she hid behind the door, quickly closing it as he entered which caused him to jump and turn around. Rarity smiled toward him, her eyes half closed as she drew closer. Midnight remembered this look on Celestia everytime she had fucked him silly during their short time together in the castle. He knew what was coming next.

**XXX**

Begin naughty bits

Rarity made her way to Midnight slowing circling him, tracing his frame with her eyes. He grinned flicking his tail at her as she rounded his flank. The flame from his tail temporarily separating from the tip as it snapped. She gave a playful giggle as she headed toward the staircase looking back to him, raising her tail slightly and swinging it slightly. Midnights smirked as he just got an eyeful and followed closely behind her as she climbed the stairs to her room. Sweetiebelle was out for the day with her friends so they would have the boutique all to themselves.

Rarity entered the room heading to her bed. Midnight followed suit closing the door behind them. She hopped onto the bed laying on her side, using a hoof to beckon the powerful Alicorn to her.

Midnight gave a playful snort as he trotted over to her. She turned over laying on her back looking to Midnight as he towered over her. He could feel his loins throb as they began to awake, growing with gusto as he leaned down to kiss Rarity. She pulled him to her pressing her lips hard to his, a soft moan escaping her. He moved slowly down her chin to her neck giving small kisses as he went. Heading further south, his hot breath teasing her. She panted slightly from the anticipation, giving a soft gasp as his tongue pressed gently between her lips finding her hidden pearl. She pulled a forleg up biting it gently to stifle a loud moan. Midnight couldn't help but smile. Rarity seemed to be far more sensitive than Celestia had been

during his marathon with her.

He continued his assault on her pearl until he could sense her coming orgasm. His assault quickened as she approached, arching her back up, wrapping her legs around his head pulling him taught. She cried out loudly as she came. After a few seconds her body went limp, her breathing heavy. She looked down to him with a big smile plastered across her face.

He moved up her frame kissing here and there as he went, finally reaching her neck and kissing along it. His advances slowed as he spoke.

"R-rarity. I don't want you to get pregnant right now. You have so much time ahead of you to do the things you want. I just don't want to ruin..." He was cut short as she kissed him hard for a few second pulling away then whispering into his ear.

"Don't worry, I have to be in season for that to happen. That time is months away darling." She gave a smile as she pulled away looking into his eyes. He gave a wicked smile.

"Then I guess we can have as much fun as we want then." He laughed pressing the head of his member gently to

her folds. Shew let out an audible gasp feeling the massive member pressing into her. She let out a whimper pulling back.

"Whats wrong?" He asked looking into her pained face.

"Your... to big...it hurts." She gave a pout turning her head to the side knowing that this couldn't go further. She pressed him away rolling over onto the bed giving a sigh. He gave her a smile.

"You forget dear." He laughed as his horn began to glow brightly. His form began to shrink slowly until he was around the size between Luna and Celestia is.

Rarity smiled widely pouncing him onto a large pile of pillows next to her bed. He laughed landing on his back Rarity on top of him kissing him hard. She used her magic to guide him into her folds, this time without much effort, It was the perfect size. She let out a heated moan as she pressed further down engulfing every inch into her, bottoming out as the head pressed against her wombs opening.

"Oh my!" She gasped as Midnight pulled her up gently then thrust a little harder into her. A soft moan escaping her lips again and again as the thrusts continued. She groaned louder as the thrusting began to drive her to her next climax. He could feel her tight walls clamping down as he pulled out, milking his every inch then releasing as he thrust back in. Another few minutes of this and she finally came hard. screaming out in pleasure. Her body convulsed as she came, driving Midnight over the edge as he came with her. He let out a loud groan as his seed filled her depths.

They collapsed onto each other laying there. The sheer volume of his orgasm slowly leaking out around the base of his cock as it still rested inside her. She smiled nuzzling his chest as she lay there.

_End naughty parts_

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	20. Crusaders and giant wolves?

Twilight had just finished yet another book from the extensive collection given to her by Midnight. She gave a yawn as she placed it back onto the shelf. She picked another random book from the shelf. This time a reference book on religions. She eyed the title for a moment then began to read. After about an hour she put it down giving it a strange look.

"That has got to be the weirdest book I have ever read." She grumbled. "Maybe Midnight can give me some insight on it later." She raised an eyebrow as she picked it up again going back to a section that had peaked her curiosity.

It regarded a person having multiple wives. What was it called again? Polygamy. She gave a smirk remembering what Midnight had said about having a single wife. If he knew that although uncommon, ponies all across Equestria did practice this as the male female ratio was crazy. It was roughly one male to every twenty mares. So same sex marriages were

often the norm.

"I wonder if Midnight is aware of this, and if he is, what would Rarity think?" She asked herself rubbing her chin in thought. She kept thinking about Midnight and all that had transpired before and after his transformation into an Alicorn. She knew that he is very intelligent, a hard worker, apparently a great lover from Celestia's point of view. Twilight's cheeks burned red from the letter she had received from the princess after he had left the castle. It didn't go into much detail, just that he was incredible every moment her was there. A bit vague on details but Twilight figured out what she was hinting at. She sat there quietly remember every moment Midnight and herself had spent together. Although her past relations with other stallions were minimal, she could point out that every moment she spent near Midnight was yet another moment she found herself fawning over him.

"TWILIGHT!" Spike yelled into her face as she finally came back to reality shaking her head in surprise.

"Oh my gosh! What is it Spike?"

"Rainbow Dash is waiting for you up front." He groaned as her turned leaving the room.

Twilight gave him a disgruntled look as she headed into the front room of the library. RD was there pacing back and forth looking to the floor and mumbling to herself.

"Hey Rainbow, whatsup?" Twilight smiled. Rainbow flew over to her quickly causing her to back peddle a bit.

"We need to talk." She began as she noticed Spike putting more books away. "In private." She added as she pulled Twilight quickly to a back room and closing the door.

"Whats going on Rainbow? Your not acting normal." She asked raising an eyebrow.

"I knoooooow." She trotted in place in a seemingly anticipating gesture. It's about Midnight! I have got to tell someone before I explode!" She said trotting a bit faster. (Imagine the pet episode when RD was in the avalanche and her wing was stuck under the rock. She trotted in place.)

Twilight smiled having a feeling as to what Rainbow was about to tell her. "What about Midnight?" She asked.

"Well the other day Cloudsdale had a malfunction in one of the factories, it cause massive lightning storm clouds to come out non stop. Midnight ended up saving every pony in Cloudsdale with his magic." She slowed her trotting as Twilight looked on in surprise. "But that's not really what got me going... It was the fact that on the way there he hit Mach 2 with me on his back. That's twice the speed of sound. I don't know if he saw it or not but when he hit mach 2 his Sonic Flamebow turned into a giant phoenix flame mimicking his flight and wing strokes. It was beyond cool!" She groaned now bouncing around like Pinkie Pie.

"So whats the problem?" Asked Twilight. "He saved the day and broke mach 2 in flight. Is there something wrong with that?"

Rainbow Dash stopped, moving quickly to Twilight holding her face in her hooves as she spoke. "NO! Nothing wrong with that at all. It's what happened after all that that really hit me hard. He used up so much magic he ended up passing out while flying. Myself and a few others managed to catch him on a cloud. I stayed with him and we both fell asleep together on the cloud. I woke up this morning with his wing draped over me like a cover. He was staring off into the sunrise and it just melted me." She press her hooves to her face groaning, falling back onto a pile of books with a thud.

"I think I love him Twilight." RD said covering her massive blush.

Twilight giggled as a blush rolled across her own face. "I don't think your the only one with feelings for him Rainbow."

RD rose quickly giving her a funny look until she saw Twilight's ears laying back and the bright red blush covering most of her head. RD laughed moving over and patting Twilight's back a few times.

"I think we both have it bad for him, don't you?" She laughed causing Twilight to nod a few times. "So what do we do? We both have feelings for him so..." She trailed off trying to think of what to do.

"Well, Celestia has pretty much admitted already having her way with him, and I know he has feelings for Rarity. But I have no clue as to how he would react if we came forward letting him know about our feelings. Maybe we should talk to the others to see what they think." Twilight said rubbing her chin in thought.

**XXX**

After an eventful evening with Rarity, she was out cold laying on her bed. Midnight smiled pulling a cover over her and tucking her in. The night was still young and the sun had yet to fully set. He decided a nice flight around Ponyville was in order to expend his pent up energy. As he made his way downstairs he heard the door open to the boutique. Without thinking he began.

"I'm sorry but we have closed for the evening." He said as he rounded the corner to see the cutie mark crusaders.

"Girls! How are you?" Midnight smiled seeing them all run up to him.

"Uncle Midnight!" They all yelled in unison.

"We just came by to get our capes, we're going to Fluttershy's to to try and get our cutiemarks in zoo keeping. She has enough animals plus the others that usually come out of the Everfree forest, so I don't think it should be that hard."

Scootaloo said as she headed over to a small trunk, pulling out several capes and tossing them to the others.

"Its getting late girls, maybe you should do this tomorrow. It would be a lot safer during the daylight hours." Midnight said, in an authoritative tone behind his voice.

"Awwwww, but we wanted to try it today. We have so many more plans for tomorrow in case this doesn't work." Sweetiebelle announced.

"Besides, If yer worried'bout us, why don'tcha come with us. You can keep all the monsters away." Applebloom chuckled.

"Yeah, I doubt any monster would mess with a pony that has FIRE as their mane and tail." Scootaloo smirk jumping up onto Midnights back running her hoof through his mane.

Midnight chuckled, "Alright girls I guess I could go with you, but only because Fluttershy's is next to the forest. I don't want you running off anywhere into there though. Better to stay safe than be sorry."

"OK!" They all yelled in unison as Sweetiebelle and Applebloom hopped up onto Midnights back with Scootaloo.

"Onward!" they shouted causing Midnight to chuckle. He moved to the door heading out closing it behind him and locking it taught.

After a short flight and some screaming fillies after they arrived at Fluttershy's cottage. Sweetiebelle and Applebloom jumped down kissing the ground while scootaloo hugged Midnight thanking him for the flight.

"Ah'm never going to go flying again!" Applebloom groaned.

"It wouldn't have been so bad if he hadn't taken that big nosedive." Sweetiebelle lurched but kept her food down.

"Awww come on you guys, that was totally awesome!" Scootaloo shouted as she buzzed her little wings making a slow decent from atop Midnights back.

They walked up to Fluttershy's cottage giving the door a gentle knock. Fluttershy answered the door.

"Oh! Hi girls." She smiled then looked up to see Midnight smiling down at her. She recoiled a bit as his physical nature seemed very intimidating to her. "H-hi Midnight."

"Evening Fluttershy. The girls insisted I tag along with them to your home this evening. They wanted to try to get their cutiemarks as zoo keepers, and what better place than at the ponies home who takes care of animals." He smiled causing her to blush.

"Oh... well... it's no big deal really. I just love animals so much, I love taking care of them." She smiled still hiding behind her mane.

Midnight smiled at her shy nature as he began. "Well girls, lets get...started?" He trailed off looking down expecting to see the girls but they were nowhere to be found. "Girls? Where'd you go?" He shouted looking around.

Just as he turned he heard several loud screams coming from the forest.

"GIRLS!" Midnight and Fluttershy yelled in unison flying over toward the scream. They landed just as the three fillies ran screaming past them, loud snapping could be heard as trees fell left and right in the forest getting closer and closer. The girls hid behind Midnight as he took a defensive stance guarding them. The snapping came to a stop as a giant wolf breached the outer part of the forest coming to a halt as it saw the Alicorn in front of it. The wolf let out a low growl as it's eye's glowed. It slowly lowered its head as if ready to pounce. That is when Fluttershy noticed the mark on the wolfs forehead. Fluttershy stepped forward beside Midnight looking up to the wolf with a smile.

"Kogu? I-is that really you?" She asked moving closer to the wolf. The wolf stopped growling, its expression turning from snarling to neutral. as it leaned forward giving Fluttershy a sniff. It pressed its muzzle to Fluttershy closing it's eye's and giving a soft rumble. "It is you Kogu, Oh my goodness. You've grown so big I almost didn't recognize you."

"Uh Fluttershy..." Midnight said still in a protective stance in front of the girls. Fluttershy turned, looking back at the group of ponies as she began.

"I found this wolf as a pup nearby. This mark on her head is a scar. It was bleeding badly so I patched her up and cared for her for a few years until she ran off one night." She patted her nose then gave her a stern look when she told them about when she had disappeared. She looked away from her with a whine plopping down on the ground next to her. The three fillies slowly made there way out from behind Midnight moving forward.

The wolf looked at them giving a loud snort. The wind rushing past them quickly. The halted their advance momentarily as the wolf stared at them. Kogu's ears flicked, swiveling to catch a sound behind her. As Kogu looked back a smaller wolf came out of the forest quickly climbing atop the giant wolf and laying down between her ears looking at the three fillies.

"Oh my. Is this young wolf your's Kogu?" Fluttershy asked smiling to the average sized wolf laying between the giant wolfs ears. The wolf gave a quiet bark nodding its head a bit to get the cub to jump down. After a few shakes the pup reluctantly jumped down, slowly advancing on the three fillies.

"Now then Kria, be nice. Had I known that these three were friends of Fluttershy, I would not have chased them off." Kogu said in a deep feminine voice, surprising everyone.

"Oh my, I didn't know you could talk." Fluttershy said coming up to the giant wolf and giving its muzzle a hug. The wolf let out a soft laugh.

"My friend, I only recently found out that I could speak like you. It has been roughly 8 months now. It surprised me as well. I have not learned much in words so please forgive me if I ask what you mean when you speak."

"This is incredible, I would have never guessed that many other species were capable of speech in this world." Midnight smiled moving a little closer to Kogu. Kogu noticed his advance and spoke up quickly.

"Please keep your distance Alicorn. We know of your power and wish to remain alive." Midnight gave a questionable look at the wolf as he stopped.

Kria the smaller wolf quickly coming to her side and giving a growl.

"I mean you know harm. Please, Allow me the same respect as Fluttershy. I give you my word that no harm will come to you." Midnight smiled causing the wolfs eyes to widen slightly then quickly return to a skeptical gaze.

"Another Alicorn said something such as that previously, That is why we have this scar." Kogu said lowering its muzzle to show the scar on its head. The pup whined giving its mother a gentle lick.

She gave a soft rumble nuzzling the pup.

"Is this pup yours?" Fluttershy asked finally coming from her stupor. Kogu simpley nodded, it's eye's never leaving Midnight.

Midnight laid down quietly looking at the wolf still in disbelief. "You said another Alicorn gave you that scar. Was it a white Alicorn?" Midnight asked.

Kogu gave a loud snort. "Yes, that one thought we to be dangerous because we live in the forest. We were hunting long ago so that we could eat when we chased our prey out of the forest and into a place with many strange structures. At the time we did not know any better, we lost our prey amongst those structures but soon found a much slower prey. It was a small pony such as those three."

Kogu nodded to the cutie mark crusaders. "The Alicorn saw us as we approached the young one and attacked us. We barely made it to the edge of the forest before we were to week to continue. Had it not been for Fluttershy we would not be here today."

Midnight nodded looking away from the wolf. "That is understandable. I was going to protect these three but with less force, had you attacked."

Kogu gave Midnight another questioning look. "What do you mean with less force?" She asked.

"Well I would have used magic to just hold you in the air. I would have then talked to you to try and get you to understand. If that failed I would have let you go and place a forcefield around all of us until you had left."

Kogu seemed to understand what Midnight was talking about giving a nod. "That is quite generous of you. Most would not think twice before taking the life of a lesser being."

"You are not a lesser being, you are an equal and nothing less." Midnight gave an audible snort surprising the wolf. Kogu stood slowly, moving to the Alicorn and giving him a sniff. He stood at attention watching the wolf. The three fillies ran to Fluttershy hiding behind her but watching the wolf.

"You... fear me." The wolf said giving midnight another sniff pressing its nose roughly to the side of his face.

"I do..." he replied.

The wolf circle him as he stood still. Midnight could feel himself sweating in the wolfs presence as it was nearly three times his size.

"You are Alicorn, you have great power, yet you fear a lowly creature such as myself?" The wolf commented moving back to in front of the black Alicorn.

"As I said before, you are an equal, nothing less." Midnight stated causing the wolf to snarl loudly snapping its maw just inches from the Alicorn's nose.

Fluttershy and the three fillies recoiled slightly in fear for Midnight as they watched. Midnight simply stood still, visibly shaking slightly.

"You still do not attack me, even though I show you aggression. Do you wish to die Alicorn?" The wolf growled loudly. Midnight took a deep breath releasing it slowly as he kneeled in front of the great wolf as if kneeling to royalty. Kogu back peddled from this action.

"What are you doing?!"The wolf barked startled by the action.

"Showing you that I mean no disrespect to you or your cub, I may be Alicorn but I am far from being evil, or unkind to any and all beings." Midnight spoke, still kneeling.

"But you are Alicorn, you are the most powerful being in existence, How could you respect those without power?" Kogu spoke, her voice visibly shaking.

"I respect everything in existence because everything has a place in existence. From the tiniest thing, to entire galaxies. Nothing exists that I do not care for." Midnight smiled as he stood and approached the wolf.

"Keep your distance Alicorn." Kogu growled watching him advance. Midnight closed his eyes as he approached the giant wolf. His mane and tail turning from its regular flame to a gente blue. The wolf growled stil,l even as the Alicorn pressed forward. "I SAID STAY BACK!" Kogu shouted right in his face. Midnight continued to advance even as the growled died to a whine. He pressed closer gently nuzzling the giant wolf. Its whine slowly left being replaced by a soft rumble. The small wolf barked at Midnight showing a little more aggression, It came up biting Midnights leg. Midnight let out a small whinny of pain pulling away from the giant wolf. The little wolf latched tightly onto his front right leg.

"Kria! Let him go!" Kogu growled causing the pup to let go, recoiling to its mothers side.

Midnight lifted his front leg in slight pain as a small trickle of blood could be seen dampening his fur. Kogu moved its head to the injury giving it a sniff then a small lick tasting the blood.

"You...bleed?" Kogu looked in shock at the Alicorn.

"I may be a powerful being, but that does not mean that I cannot die, or be injured." Midnight smiled as his horn glowed casting a healing spell onto himself.

The wound quickly healed revealing a small scar were the pup had bitten him. Kogu looked in disbelief before asking.

"You have great power and can remove scars. Why did you not remove that one?"

"For the same reason that you have your scar. It is not only a lesson to be learned, but to also show empathy toward any and all creatures great and small. I may be able to remove it, but I choose not to out of respect." The wolf gave a chuckle then did something surprising. It licked Midnight across the face. Midnight stood shocked for a moment before laughing.

"So I take it you trust me enough now to know that I will not harm you or your pup?" He smiled, Kogu nodded laying back down. "Can I trust you not to hurt these three children as well?" Midnight nodded to the children who looked wide eyed at the wolf.

"You have my word, It would be nice to have some more company to play with Kria. I am getting much older and cannot keep up with her as much as I used to. Her having playmates would be a welcome treat. I understand they meant no harm coming into the forest. It was just my bad experiences with ponies before that made me act the way I did. Should they

come to visit, know that they will be protected and cared for." The wolf gave a toothy smile that although pleasant, was unnerving at the same time.

Kria came forth, ears laid back looking at Midnight, she gave a quiet whine nosing the spot she had bitten. "It's ok small one, you have nothing to regret. You were simply protecting your mother as I would have protected my friends and family. Know that no hard feelings are felt toward either of you." Midnight smiled to the pup which turned her behavior around. She gave a happy bark wagging her tail.

"Please do come out children, Kria wishes to play." Kogu said nosing her pup in the rear to move her forward.

Sweetiebelle, Scootaloo, and Applebloom came out from behind Fluttershy moving to the pup who was doing the same. The three fillies sat down in front of the pup and introduced themselves. Kria looked back to her mother then to the fillies giving a playful bark and bounding around them playfully. They giggled and followed her. Everyone smiled watching the youths.

The sun was now sinking below the horizon, sending hues of bright orange, pinks, and purples across the clouds in the sky. Soon the colors faded to a more rust red and then to the night sky as it lit up with tiny sparkles covering it. The girls had finished playing with Kria while Fluttershy and Kogu caught up. Midnight simply stuck around to enjoy the others conversation.

The girls trotted back to Fluttershy's each with a large yawn. The wolf pup Kria gave a whined yawn as well moving onto her mothers back to be carried home.

"This was a pleasant evening despite the awkward start. I enjoyed our conversation Fluttershy. Midnight, I would be honored to come visit again in the near future, As I'm sure my pup will as well."

Kogu gave a laugh as Kria gave a happy bark in agreement. "And I would like to thank you again Midnight, for being so kind and not judging me from first glance."

Midnight gave a smile nodding to the wolf and pup. "It was no trouble at all. No matter the being, I'm sure there can always be a way to become friends."

Kogu nodded turning around and heading back into the forest disappearing from sight into the darkness. The three fillies had made there way onto Midnights back as he lay on the ground. They rested quietly falling asleep between his wings.

"I think I had better get these three home." Midnight said smiling back to the three fillies who had made a bed between his wings.

You can stay here for the night if you would like." Fluttershy said as a blush crossed her face. Midnight looked back to the sleeping angels on his back then to Fluttershy. "I think that would be nice. It is a long walk back to town and I would hate to wake these darlins." She gave a small smile then led the way inside. Although a tight fit Midnight managed to shrink just enough so that the sleeping fillies on his back would have enough room without waking them up. He walked silently over to the sofa taking a seat in the floor next to it.

Fluttershy then realized that the couch was to small for him coming over and giving him a few pillows. "I'm sorry, I should have realized how big you were before offering you to stay, I don't want you to be uncomfortable." She whispered as she

began placing pillows around him. He gave a small chuckle. "It's no problem my dear. Watch." He smiled as his horn began to glow faintly, A small whirlwind formed in front of him as a cloud began to take shape. It was relatively thin but just big enough to hold him. Fluttershy's eyes widened at the feat of magic.

"Oh...my." She said shyly looking at the small cloud.

Midnight climbed onto it laying down. His head lay on the thicker part of the cloud as he looked at Fluttershy. She gave a smile hiding behind her mane.

"Would you care to join me?" He smiled causing her to blush furiously.

"Oh... no... I don't want to be any trouble." She said tracing circles with her forehoof.

"Its no trouble at all, but if your uncomfortable about me asking you I'll understand." He gave a slight chuckle looking away.

"Oh no its not that. It's just that there isn't much room." She piped up a little looking at the small amount of space on the cloud. Midnight gave a smile using his left wing he gently pressed the cloud out further making just enough room for Fluttershy.

She blushed brighter than any pony he had ever seen her blush. She started to get onto the cloud but stopped for a moment.

"Oh we need a cover." She said as she started toward the stairs.

"No need Shy." He smiled again raising his wing that had pushed the cloud.

"But what about the girls?" She asked looking at them.

"My mane is naturally warm and doesn't eat oxygen. It's like a living blanket. Now quit fussing and come on to bed." He gave her a wink making her look to the floor as she trotted silently back to the open spot next to Midnight. She jumped onto the cloud laying down. Midnight placed his wing over her gently pulling her near him. His body heat quickly putting her to sleep. The night went on as he too, soon fell asleep.

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No I'm sorry but 'Shy will not be part of the harem. Just trust me. :)


	21. Polygamy and sinister plans

Morning broke across the sky with pleasant weather. It was mildly cloudy out as Pegasi were placing clouds in specific spots across the sky. Midnight awoke to a series of pats on his nose. He gave a small yawn as he opened his eyes to see a little white bunny sitting on an end table in front of him. his little arms cross and a disgruntled expression across his face.

"Hey little guy, morning." Midnight yawned again stretching his wings out.

Angel noticed Fluttershy as soon as Midnight lifted his wing from over her while stretching. The little bunny looked from Fluttershy back to Midnight with an angry expression. He stamped his foot repeatidly giving a huff. Midnight raised an eyebrow but didn't pay the little bunny any mind. Midnight turned his head to Fluttershy giving her a gentle nudge.

"Hey there Shy. Time to wake up." He nosed her cheek gently. She gave a tired yawn coming to. Her eyes slowly opening as she took in her surroundings.

"Hmmm?" she looked to Midnight her eyes fluttering open wide as she remembered last night. A blush crossed her face as she moved from the cloud onto the floor making her way silently into the kitchen to start breakfast, Angel bunny hot

on her hooves.

Midnight gave another yawn Turning his head to the three fillies on his back. "Time to wake up girls." He smiled seeing them stir a little.

"Mmmmmmm 5 more minutes." Scootaloo said stretching out.

"Yea." Sweetiebelle groaned burying her face into Midnights wing.

"*yawn* Ok. Thanks for letting me sleep in Big Mac." Applebloom yawned a little rubbing her eyes. Once she opened them she saw Midnight smiling at her.

"Huh? Oh that's right. We stayed at Fluttershy's last night." She smiled at Midnight then hopped down from his side straight through the cloud landing on the floor. Midnight stretched again pressing his hooves through the cloud to the floor below making the cloud dissipate quickly as he took a few steps behind Applebloom.

"Fluttershy sounds like shes making breakfast. You girls can stay if you'd like but I really need to get going. I have a lot of things I need to do today."

Midnight smiled levitating the other two fillies from his back and placing them onto the couch.

"Thanks Uncle Midnight, we'll stay'round here for a bit, we still need'tah try that zookeeping thingy to get our cutiemarks." Applebloom smiled.

Midnight smiled back as he rounded the corner into the kitchen seeing Fluttershy preparing a small breakfast for the fillies and herself. She had overheard Midnight saying he needed to go so prepared a smaller breakfast.

"I'll try to come by more often to say hello Fluttershy. It has been fun but I need to go. Thank you for inviting us to stay last night." He smiled causing her to smile happily to him.

"Oh... it was no trouble at all. It was very nice to sleep on a cloud for the first time in a while. That was the best nights sleep I've had in ages. Please do come back again." She smiled but lowered her gaze to the stubborn bunny smacking at her hoof with his little foot to get some food.

Midnight gave a chuckle as her turned heading to the front door. He watched as Applebloom shook the sleeping fillies awake as he exited. Applebloom giving a giggle at them as she was used to getting up early to help on the farm with her sister and brother.

Upon exiting Fluttershy's home he was greeted with a cold wind that sent a shiver down his spine, his firey mane brightened at the sudden gazed, around looking at many of the trees, the colors were beginning to change on the leaves, It was getting later on in the year and closer to winter. The air was relatively silent as it swept through the land. Many animals and insects were getting ready for winter as the time was coming to fruition. It would only be a couple months before the snows started to cover the land leaving a bright white blanket behind. Midnight took in a deep breath feeling the cold air fill his lungs. He released it quickly shooting flames from his nostrils making his blood flow. Opening his wings he shot

off into the air like a bullet over the Everfree forest, quickly gaining altitude.

He looked around seeing little cloud cover. He banked slowly turning back to Ponyville. After a few minutes he

arrived in town, landing next to Rarity's boutique. He unlocked the door making his way inside. Using magic to muffle his hoofsteps he made his way upstairs climbing into bed with Rarity. She shuffled slightly as he found a comfortable

spot then closed his eyes.

After a couple hours he awoke to the smell of breakfast, He looked over to the clock seeing that it was roughly ten am. Looking to his side he noticed he was alone in bed. Climbing out of bed he made his way downstairs stiffing a yawn as he came into the kitchen. Sweetiebelle was sitting there drinking a small juice box, She smiled to midnight giving a little wave. He smiled back then looking to Rarity who was cooking. He trotted quietly over to her from behind giving her a gentle nuzzle as she stepped away from what she was cooking. She gave a startled yelp looking to Midnight then giving him a quick kiss.

"EEEEEWWWWWW!" Sweetiebelle groaned watching the two making them laugh. Midnight gave Rarity a wink nodding to Sweetiebelle as they walked over to her from behind.

"Don't worry Sweetiebelle." Midnight began.

"We love you to." Rarity finished as they both pressed their lips to either of Sweetiebelles cheeks causing her to try and get away.

"EEEEEWWWW EW EW EW!" Sweetiebelle shouted trying to get away but coundn't.

Midnight and Rarity pulled back watching Sweetiebelle rub her cheeks and sticking her tongue out at them. They gave a chuckle as did Sweetiebelle.

"What's on the agenda for today love?" Midnight smiled taking a seat opposite of his niece at the table.

"Oh I don't really have anything planned for today darling. If you would like to though, we could go to the spa. I'm sure Aloe and Lotus would LOVE to give one of their specials." Rarity winked causing Midnight to face hoof.

"But you know, when Twilight and I were there last they did seem a bit nervous from learning that you are now an Alicorn." Rarity giggled as she finished cooking and made a few plates for each of them.

"So they were nervous huh? That could be fun to take advantage of." Midnight gave a big grin thinking of a few ways to torment the spa ponies. Sweetiebelle wasn't paying much attention to the conversation, finishing up her second breakfast and heading out to play with her friends.

"You know darling, I do love you, but if you wanted to have some fun with others I wouldn't really mind." Rarity smiled causing Midnight to choke on his drink.

"W-what? Are you serious?" he sputtered.

"Why of course darling. I'm not sure if you have noticed but the male population in Equestria isn't very large at all. Most males have a special somepony in their lives while few take it upon themselves to have many. It's not a surprising practice, albeit unusual. However finding mares that are not offended with sharing their male with other mares is the hard part. Just as long as you remember to come home to me then I wont argue with you." Rarity smiled giving him a loving kiss on the nose.

Midnight sat there stunned thinking over the possibilities in his head. He sat there for almost 10 minutes just going over the ideas before Rarity kissed his cheek waking him from his daze.

"Is it surprising that I would give you permission darling?" She asked cocking her head to the side slightly.

"Well... kind of. You see, In my world it is usually against the law to practice polygamy. Very few countries practice or even allow it. Other countries ban it and make laws against it. So when you say your not against the idea of me going out and finding another pony to be an addition to our family, it does kind of surprise me."

Rarity smiled at him. "So does that mean you'll go to the spa with me?" Rarity cooed rubbing up to him giving his ear a little nibble.

Midnight laughed. "If it means I can get back at those twins, then yes. I'm all for it."

They both let out a laugh giving each other a sinister smile.

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Fluttershy will not be part of the herd So i figured one good scene with her in it would be good


	22. Payback on the Twins

Rarity and Midnight were making their way to the spa, it was just before lunch so there wouldn't be a lot of ponies at the spa. Midnight looked to Rarity as they walked from the boutique.

"So I have to ask again, anything goes right?" Midnight gave her a nervous look.

"But of course darling. I have had a few relationships in the past that had gone the same way, the only bad part of it was that the stallion was rather... abusive at times. But I'd rather not discuss the past, let us talk about how you intend on playing along with our little plan." Rarity smirked causing Midnight to blush slightly.

"I don't know hun, although it sounds fun, I dare to think about what those two will do in return. Do you think they will play along, be more forceful, or be submissive? Either way I like the idea."

"Well I'm not sure, they will most likely be timid at first but once they know you'd be happy with the special, I think they would go all out. Especially since your now a hunky Alicorn." Rarity giggle nuzzling against his side lovingly.

"Welp. We will soon find out." Midnight laughed nervously as they arrived at the spa. Rarity walked in first.

"Aloe! Lotus! Darlings. The usual please for my guest and me." Rarity announced smiling to them. They both smiled which turned to shock as Midnight walked into he spa right behind Rarity. They visibly trembled. They looked to Rarity for a moment.

"Rarity" Aloe began. "May we speak to you privately for a moment?" Lotus finished.

"But of course." Rarity smiled following them into the back room.

After several uncomfortable minutes up front, Midnight was rejoined by the three mares that were there previously. Rarity nodded to Midnight who followed her into the steam room just down the hall and through a door. He had to shrink himself slightly to gain access to the steam room. Rarity and Midnight found a spot next to each other in the back corner of the room alone.

Rarity kept quiet during the entire steam session. Midnight was growing increasingly nervous waiting on the massage session. His mind kept racing wondering what was going to happen, if anything. The buzzer went off after a short time sounding off that the steam session had ended. They made way to the showers quickly rinsing off and heading into the

mud and seaweed wrap area. Aloe and Lotus were waiting with a smile on each of there faces. Those smiles temporarily dropped but came right back as they saw Midnight enter the room. After a couple minutes of wrapping Rarity they slowly

made way to Midnight, He only smiled at them as they nervously began to wrap him in seaweed. They started with his front torso and neck, slowly wrapping his wings separately then his stomach and finally flank area. He looked back seeing there astonishment at his cutiemark. That's what he though they were looking at anyway. He whipped his fire tail at them causing them to back peddle slightly gasping. Lotus fell into the mud bath next to him. She came up gasping for air covered in mud. She blinked away the mud looking up at midnight who was laughing loudly. She went outside of the room as Aloe stayed behind for a moment cleaning up the muddy hoof prints she had left. Midnight sank slowly into the mud bath resting back against the wall like he had done before. Unfolding his wings and letting them literally be held in place inside the mud. Soon the timer went off and they had to leave the mud baths heading into the shower area to rinse it all off.

After a short break in the shower area Rarity was cleaned first and went on to the massage area. Midnight took extra time to clean all the mud out of his feathers.

"Dang this is going to take forever." He thought to himself as he rinsed a wing and then the other. It took nearly 30 minutes to get all of the mud off of him and his wings. He made his way quickly to the massage area, As he entered he noticed Rarity wasn't on her table getting massaged. All three of the girls were lined up next to a large table.

He stopped for a moment looking at them with a a raised brow. All three grinned widely at him. He chuckled for a moment realizing what was going on.

Begin naughtiness

He looked at Rarity as he climbed onto the table laying down on his stomach. "You set me up didn't you?" He smirked at Rarity.

"Muah? Never!" She giggled coming up to his head giving him a loving kiss. He smiled for a moment until he felt some straps holding him down. He gave a quick gasp as he felt another strap wrapping around his mid section holding his wings to his frame. He looked back for a moment seeing that Aloe and lotus were quickly strapping him down. He grinned at them.

"Having fun ladies?" He laughed.

They pulled a hoof up to there mouths giving a giggle each. Midnight smiled turning his head forward again to see Rarity's rear pressed close to his face, her tail slightly raised to one side.

"Ah so I was right then." Midnight grinned causing the girls to stop for a moment. "You two like to be the dominant type." He heard hoof steps as Aloe came up to the side of his head.

"You are correct my dear." She said placing a strap to hold his head in place. "And my sister likes to punish bad ponies who try to get back at us." She giggled rubbing her hooves together evilly. Midnight knew what was about to happen and was about to speak when a loud crack filled the room. Midnight flinched hard as a sweltering pain surrounded his cutiemark.

"HNNNNGGGGH! SON OF A *CRACK* DAMMIT!" He shouted as another crack hit his flank. He let out a loud snort looking to the side as best as he could. Lotus trotted up to his head giving a giggle.

"Such a naughty stallion you are, causing me to fall into that mud bath. You need to be punished more thoroughly." She cackled standing up onto the side of the table next to his head. She reached

down gently biting his ear then tugging at it hard causing him to groan in pain. She stopped for a moment also doing it to the other ear. He let out another snort just as another crack sounded across the room. He let out a growl looking to Lotus. At that moment Rarity pressed her wet plot to Midnights muzzle. Although surprised he couldn't help but take in how good Rarity smelt. He let his tongue press out and into her folds. She gave a startled gasp at the sudden intrusion, Her tail hiking higher as she pressed back more.

Lotus came up to Rarity's side whispering in her ear. Rarity shook her head as they both smiled back to Midnight. He stopped for a moment to make a comment but didn't get it out as Rarity pushed back to him again.

"No talking, or the pony will be punished harder!" Rarity cackled putting emphasis on the word harder. At that the riding crop being used to smack Midnight flank smacked even harder causing him to cry out. He let out a sigh after the yelp.

"This is starting to feel good." He thought to himself. He continued his onslaught against Rarity mound causing

her to give little whimpers of pleasure, She bit her bottom lip to stifle some of the sounds looking back and watching Lotus climb up onto the table straddling his head just behind his ears leaning forward toward his horn.

Such a good boy, not making any sounds. I think you deserve a reward." Lotus smiled leaning down to about half way down his horn.

"Reward?" He thought to himself. "What kind of reward could sheeeeeEEEEEEEEEEEEEEEEE!?" He began but tensed up, his entire body seizing as Lotus licked the length of his horn in one quick slurp. He went completely limp letting out a very contented moan his eyes rolling back into his head. Rarity turned around giving him a kiss then speaking.

"My goodness, such a sensitive horn you have darling." She cooed nodding to Lotus who gave another longer yet slow slurp causing him to tense up again.

*CRACK*

Aloe couldn't help herself and walloped Midnights flank hard with the riding crop.

Midnight went limp again as the pain and pleasure mixed, he twitched slightly a wide smile across his face. Lotus nodded to Aloe who pressed a button on the side of the massage table which in turn slid a middle section away from Midnights groin area, the sides still slightly held up but at an angle. His legs fell free to the floor as did his member which was now at full attention.

"OH my goodness!?" Aloe stated bringing a hoof up to her mouth as her eyes latched onto Midnights member. Rarity smiled trotting up to her.

"Its even better than you think." She whispered into her ear giving it a nibble as she pulled away. Aloe shivered in delight moving below Midnight and laying down onto a smaller table below him.

Lotus peaked around seeing the giant member giving an audible gasp. Her gaze met Rarity's with a smile. Rarity gave a chuckle moving back to the front of Midnight. She turned pressing her plot into his face again which he eagerly began to lick and tease causing her to moan out. Lotus was beginning to get rather wet now straddling Midnight's mane. She jumped off the table much to his dismay, then placing herself into a parachute harness latching it tight and using a small switch pallet attached to it to pull her into the air. She moved herself over top of Midnight's head gently lower herself onto his horn.

At that same moment Aloe pressed his member into his entrance while Rarity pressed her plot harder to his lips. There were so many sensations going on at once that he was loosing control. His mind kept screaming at him to cum but all he could do was lay there helpless as the three mares continued there assault. Rarity moaned out as she finally came sending her honey out and onto his muzzle. He panted taking in her scent. Aloe and lotus continued. Aloe fucking his member while Lotus fucked his horn. Rarity moved up to his horn watching Lotus riding it. She gave a grin as she began to lick the base.

Midnight moaned out as he was now close to release. Aloe moaned out as she finally came, Making Midnight cum into her tight plot. He tensed up for a moment but started to tense up even more as he felt a pressure build up quickly in his horn. His eyes went wide as a fire raged in them. He yelled out as his horn glowed brightly. Lotus screamed out throwing her

head back as she came, clamping down onto his horn.

Light could be seen in her belly as the magic grew in intensity. After a moment passed Midnight went limp panting heavily, his eyes closed. The straps were quickly removed as the three mares began to clean themselves up. Midnight lay there completely spent.

End naughtiness

Midnight and Rarity left the spa quietly, both with a smile on there face. Aloe and Lotus gave a contented sigh as they closed the shop for the day to bask in there afterglow of having just fucked the only male Alicorn alive.

"So did you like my little surprise darling?" Rarity cooed nuzzling Midnight as he walked.

"Heh, had I known you would be into having more than one partner at a time, I might have asked you the first time we made love." He laughed causing her to blush.

"I'm not really into that sort of thing, however the twins are long time friends and we have shared stallions before, They are really the only friends I can think of who may not be offended at the idea. Then again I never really got the nerve up to ask any other pony about doing that." She said looking puzzled with herself.

"Maybe you should ask your best friends if they have any feelings for me? I know Twilight feels something but she is just to afraid to say anything. RD might ever since we raced to Cloudsdale to take care of that storm. AJ has been acting a little funny as well since I saved her sister. Fluttershy is a complete mystery though, she is waaaaay to shy for her own good. She is extremely hard to read." Midnight groaned thinking of the whole wolf incident again.

"Don't you worry about Fluttershy darling, I'm her best friend, I can get her to talk the next time we go to the spa. I'm practically the only pony she opens up to." Rarity smiled teasing Midnight.

"Talk to the rest as well, I'd like to find out if they do feel anything." He gave a smirk.

"Why do you want to know so badly? Am I not enough for you?" Rarity gave a pout

"NO! YES! I-i i i i..." He was put silent by a hoof to his mouth. Rarity began laughing at him. "I'm only joking darling, please don't get so flustered over such a silly question. Your reaction is pretty much the same as my previous stallion friends. It's no surprise." She laughed.

Midnight smiled as she moved her hoof away, leaning down and giving her a kiss on the lips. She blushed lightly as they kept walking. They made way to the boutique for a pleasant nights rest.

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Totally worth it I think. Dont forget to favorite.


	23. Cloudy Skies

Authors Note: More Naughty fun here, but its short and can be passed over without really interrupting the story. Hope you guys like this chapter.

Twilight was sitting at her desk, scrolls and books scattered around her. She was trying to find the source of why Charles had turned into an Alicorn but came to no conclusion. She had spent almost an entire month now trying to find out the cause of why an Alicorn was chosen but just couldn't find the information. She fell back onto alarge pillow behind

her giving a frustrated groan. She pulled her hooves up to her eyes rubbing them to try and wake herself up. Upon removing her hooves she glanced to the clock for a moment, doing a double take as her eye's went wide looking at the

time.

"Oh my. I cant believe what time it is!" She looked at the clock as the hour hand hit 3 am. The minute hand just past the 3. She gave another groan as she got up and quietly made her way to her bed upstairs. She glanced over to Spike who was curled up into a tiny green and purple ball in his basket. She smiled using her magic to gently place a cover over him, pulling herself into bed and under the covers. She turned over looking out the window into the night sky.

"I hope nothing goes wrong with that spell..." She spoke silently as her eyes became to heavy to keep open. Sleep taking her quickly.

**XXX**

Rainbow Dash was awake early for once to clear the skies. The weather reports called for clear skies and RD was promised off the next two days if she could get up early and clear them. Not being one to miss an opportunity to have a couple extra vacation days she forced herself to get up early.

"Ugh! I hate morning's. But this will be worth the missed sleep if can have a four day weekend." She giggled to herself as she thought of what she had in store for those few days.

"I just hope everything goes alright." She said as she bucked another cloud quickly moving to the next one. As she was flying to the next cloud she noticed a dark spot in the distance. She made way to the next cloud bucking it into oblivion as she kept an eye on the dark spot. It was slowly getting bigger. She took the opportunity to hide behind a cloud that she was getting ready to buck so she could keep an eye on it. After a minute the said spot came into view.

"Midnight!" She squealed happily as she watched him fly by, roughly fifty feet below her. She grabbed the cloud with her legs, using her wings to propel her and it forward silently following Midnight.

"I wonder what he's doing up this early? The sun isn't even up yet." She thought to herself. She quickly stopped as Midnight landed on a cloud higher up above the cloud line. He quickly laid down, his vision on the horizon. RD gave him a curious look as she moved closer ever so slowly.

"What'cha doing up here this early Midnight?" RD shouted causing him to scream out like a little filly. His head shot around as he saw a blue pegasus with a rainbow main fall laughing from her cloud. He looked over the edge of his cloud just as she zoomed up to him. He gave her a disgruntled look causing her to brush the back of her neck with a hoof.

"Uh... sorry about that. You just looked so out of it. What are you doing up at this hour and up here anyway?" She asked landing beside him and laying down facing the same direction.

He smiled looking forward as he spoke. "Watch the horizon." Is all he said. RD looked to the horizon just as the sun was cresting it. The clouds in the distance shown a beautiful hue of oranges and reds. The sky turned slowly from the dark night into the blue sky she loved to soar through.

"Woooooooow." Is all that escaped RD's mouth as she lay there, her mouth slack as she watched the sunrise.

Midnight looked down to her with a smile giving her a quick nudge with his nose causing her to fall over onto the cloud.

"H-hey!" Was all the was heard as her legs thrashed wildly. Midnight laughed watching her. He sat there for a couple minutes watching her flail until she stopped.

"Uh... Rainbow? Are you *snicker* stuck?" He asked beginning to laugh again.

RD gave a loud sigh. "Yes, now can you please help me since you caused this?" She groaned waving her legs about.

Midnight gave an evil chuckle causing RD to tense up. She had never heard him laugh like that before.

"Oh really now? You are truly stuck?" He snickered.

"YES! Now will you please help me out of this stupid cloud?" RD groaned again. She listened for a moment as she could tell Midnight was moving. She waved her hoof about attempting to grab onto his. She gasped out loudly and began laughing as Midnight started to raspberry her belly.

She screamed out begging him to stop between laughs. The onslaught carried on for a good two minutes before he finally stopped and pulled her from the cloud.

After she regained her breathe she looked up to Midnight who was grinning ear to ear. She smirked then quickly bucked the cloud they were sitting on. It disappeared quickly sending Midnight toward the ground. He screamed out surprised as he fell, causing RD to chuckle. He quickly regained his bearings flying back up to her with a raised brow. RD grinned at him.

"Paybacks a bitch ain't it?" She laughed flying circles around him.

Midnight couldn't help but laugh. "So what are you doing up so early? I thought Ms. Dash slept in all day." He gave a friendly wink.

"Bah! I had to get up early to take care of all these clouds. If I do that, then I can have a four day weekend all to myself to do what I please." RD smirked.

"Sounds good to me. How many clouds you got to take care of?"

RD looked for a moment then groaned seeing all the clouds she had to take care of. "Darn it!. This is going to take all day."

Midnight gave a chuckle watching her reaction after finding the answer.

"Yep, this officially sucks. I'm going to have to get rid of every cloud within a 20 mile span. By the time I'm done I'm going to be so tired I wont enjoy but maybe a three day weekend." She groaned rubbing her temples trying to think of a faster way to do the work.

"Well I could help you RD. I didn't have any plans for the day. We could hang out for a bit if you want my help."

"That would be awesome. I bet you could get rid of all of the clouds in tens seconds flat with your magic." RD smiled widely.

Midnight laughed inwardly for a moment thinking to himself. 'I think ill have a little fun with Rainbow Dash.' "I don't know RD. This is your job after all.

Maybe I should just supervise." He gave a little smirk.

"Seriously?! your not going to help me out?! Come on, PLEASE!" She begged pouting her lower lip.

Midnight rubbed his chin with a hoof looking at the scenery. There were tons of clouds all around. He continued looking, not giving an answer as if contemplating RD's question. RD was flying in circles groaning. Finally speaking up again.

"PLEEEEEEEASE! I'll do anything!"

Midnight gave her a devious grin. "Anything huh?"

RD mentally kicked herself for saying that, looking at Midnights expression. "UGH! Yes anything!" She slumped, defeated.

Without further word Midnight faced away from her, his horn glowing. A magical aura enveloped his wings as he landed onto a small cloud. With his wings still spread wide he gave a mighty flap pushing himself and the cloud back several feet. Rainbow watched as all of the clouds in front of Midnight suddenly began to explode in the air. Her jaw dropped as she continued watching, after five more flaps every cloud within twenty miles was gone. The only one left was the one Midnight was standing on. She landed next to him on the cloud looking up to him.

"You are so overpowered it isn't even funny." RD laughed shaking her head in disbelief.

"Just another perk I have." He laughed taking a nosedive off of the cloud he was standing on. RD made quick work of the cloud as she dove through it after Midnight.

After catching up to him and leveling out they began to fly over the Everfree forest.

"So what did you have planned for the next four days RD?" Midnight asked.

"Nothing really. I was just going to try out some tricks and maybe read a new Daring Do book. Maybe take a few naps." She laughed.

Midnight flapped a little harder moving away from RD, causing her to smirk at him. He looked back giving her a wink.

"Come on slow poke." He yelled gaining more speed.

"Oh he did NOT just call me slow poke!" She growled giving an evil smirk. She flapped harder and harder as she caught up with him. He looked back turning over onto his back as he began to fly upside down. He gave her another wink moving a little faster. Rainbow gawked seeing how quickly his skills at flying had improved. She pulled up next to him as she spoke over the wind.

"How did you get so good so quick? And how in the hay can you fly upside down at this speed. Even I have a hard time doing that."

Midnight laughed as he spoke. "Well I learn very quickly, especially now since I can wield magic and fly. If I can try it once I can do it within a few attempts."

"That's just crazy. So how fast have you flown? Ever get past mach two" She smirked at him already knowing the answer.

"Nope, but I can hit mach ten if I want." He gave her an evil grin knowing that would eat her up.

"That's a bunch of Bull! Nothing can go that fast, not even me!" RD snapped.

"Well if you'd like to take a seat, I can give you a ride around the world in ten seconds flat." He laughed using her line. RD was now visibly fuming, She landed onto Midnights back wrapping her arms around his neck and talking into his ear.

"Alright mister speed demon. If you can reach mach ten I will personally be your slave for the day." She laughed knowing there was no way he could pull it off.

Midnight laughed loudly shaking the air around them. "You might just regret that bet sweetheart." He said as he flapped his wings hard a few times to gain tremendous speed. Within a minute they had broken the sound barrier. Another minute and they hit mach two. RD's heart was racing as she watched the world zip by faster and faster. A blue aura enveloped them as Midnights horn began to glow.

"Whats the big deal?" RD asked looking around them.

"Well if I went any faster than this you may not survive because the wind would rip you apart. This shield reduces the friction from the air to nothing but it still creates a little drag so I can break the sound barrier."

"That's cheating!" RD said giving him a hurt look.

"Nope, perfectly fair. You didn't give me any conditions as to how I could break mach 10." Midnight laughed. Rainbow suddenly felt a lump in her throat, she knew she was going to loose the bet.

"After a few more minutes Midnight had finally reached mach ten and had flown around the entire world. RD was grinding into Midnights back at how fast everything was moving around them. She had never gone this fast in her life. She didn't realize it until after she was already wet but riding the Alicorn at mach 10 was the ultimate turn on for her.

Midnight blushed as he felt RD grinding on his back. A small wet spot at the center of it. RD leaned up to his ear talking into it over the sound.

"I-i cant stand it anymore. This speed. The rush. It's making me so hot I can't stand it." She moaned pulling away from his ear giving it a rough bite.

Midnight, although a little eager at this point, was astounded at Rainbows forwardness. He started to slow down but stopped his deceleration when RD came back up to his ear screaming into it.

"NO! Don't slow down! Go faster! Fly upside down and I'll do the rest." she bite his ear hard making him growl, he gave a wicked grin turning over and flying on his back as RD climbed around him onto his stomach.

Begin naughtiness

Rainbow now on Midnights stomach went wide eyed at the sight before her.

"That has got to be the biggest dick I have ever seen." Rainbow thought to herself as she moved further down giving the head a lick. She felt Midnight loose some altitude, giving a shudder of pleasure from what she had just done. She grinned turning around looking up to his face. Midnight looked down to her giving a smirk. RD slowly rubbed the head of his member against her wet plot. Both giving a pleased shudder. She gently bit midnights chest as he flapped harder increasing their speed. Everything seemed to be a blur as the speed increased. RD gave a smirk pressing down hard and screaming out in pleasure as she forced ever inch of Midnights member into her. Midnight's wings suddenly locked up at the sudden sensation but quickly regained himself as he climbed back into the sky.

"Oh Celestia!" She moaned pulling up and slamming herself back down onto his cock. "Your... so... huge!" She cried out at each slam.

RD was in pure ecstasy. The wind ripping by at untold speed, the world a complete blur as it moved by. It was a sensory overload to her. After only a few minutes she screamed out, her plot finally hitting its peak as she came harder than she had ever done before. It continued for well over a minute until her eyes glazed over. Midnight felt her coming and looked down watching her O face.

After she opened her eyes revealing the glaziness. Midnight took hold of her with his magic as she went limp. He began to slow down, looking around to locate were he was at in the world. After a few minutes he noticed Canterlot in the distance and began heading toward Ponyville as it was a short distance from there.

End naughtiness

Midnight landed just outside Ponyville, setting Rainbow gently onto the grass, he plopped down right next to her. She lay there with a smile across her face as a light snore escaped her lips.

"That poor girl must have been pent up." Midnight laughed.

About an hour had passed when Rainbow finally began to stir. She awoke with a yawn turning onto her other side she groggily opened her eyes seeing Midnight laying at her side.

"Heh, what happened?" she asked catching Midnights attention.

Midnight's head snapped to her hearing her speak. He gave a smile as he spoke. "Well it appears that you passed out from what I'm guessing was an earth shattering orgasm. Didn't know I was that good." He laughed.

Rainbow stood up smirking at him. "Your not, it was the speed that got me off." She laughed spreading her wings.

"Ouch, not cool Dash." He cringed at the remark.

"Well, that was fun, but I'd better get back home. Got some stuff to do." She smiled getting ready to launch herself into the air.

"Oh really, slave?" Midnight chuckled causing RD to freeze before launching herself into the air.

"Ah come on! I didn't think you would really make me be your slave." She groaned falling to her haunches and crossing her forelegs in defeat. A disgruntled expression across her face.

Midnight laughed seeing RD's expression. "Nah, I'll let you off the hook for now. I might have my fun with you later though."

RD's face burned bright red. She gave a wink then took off into the sky.

Midnight watched as she took off toward her cloud home, a bright rainbow streak in her wake. Midnight lay there for a few minutes trying to think of what to do. He hadn't been through town all the much nor to a few of his friends homes.

"Maybe I should go see AJ. I haven't been to the farm since rescuing Applebloom." He thought quietly as he stood up spreading his wings and taking flight.

After a short flight her arrived at Sweert Apple Acres to see AJ and Big Mac pulling the last few boards from the fallen barn that had almost taken Appleblooms life. He landed a few yards from AJ who came up to meet him.

"Well howdy Midnight, What brings you here?" AJ smiled pulling her stetson from her head and using it as a makeshift fan to blow cool air on herself.

"Not much really. Just thought I'd fly around a bit and see what my friends are up to." He smiled.

"Well ya ain't gunna see much here, We just finished tearing apart this here barn and were gunna make some fence posts from'em. Got tah put up some new fencing around the farm. Big mac and I are gunna be building a new barn within the next week if we can get these boards fixed in time." She smiled wiping her brow and then pointing to the huge pile of lumber that was previously the barn.

"If ya need some help, I'd be happy to assist. I don't have any plans for today." Midnight smiled.

AJ stood there for a moment rubbing her chin with a hoof, contemplating on accepting Midnights help. "Well, Ah guess it wouldn't hurt any, Sides with ya being an Alicorn Id think you could build the barn purty quick." She smirked.

Midnight smiled walking over to the boards that had been piled up. Using his magic he quickly sorted them by length and pulled the nails from them within only a few seconds. He placed them onto the ground side by side with the nails placed into a large bucket. AJ's mouth gaped at the sight.

"Boy, howdy. That right there would have taken us at least the entire day Night." AJ beamed.

"So you need these boards a certain length? Also do you have the blueprints for the new barn as well?" Midnight smiled.

"Hey Big Mac. Take five. Me and Midnight got this here covered." AJ nodded to Big Mac.

"Eeyup."

AJ turned back around to Midnight smiling. She pulled out a piece of paper from her saddlebag giving it to him. "These are the instructions for the fence.

"How do ya plan on cutting them boards though? We only got a couple saw's and they ain't to sharp." she said giving a sigh looking to the rusted saws.

Midnight looked over the instructions and began placing the board in stacks. "Like this." He smirked as his horn glowed brightly. A giant transparent sword manifested above the two ponies. AJ looked on in amazement as the sword swung downward hitting the boards all at once. It disappeared quickly into the air . Midnight pulled the short leftovers from the boards placing them to the side.

He looked at all of the boards that had been freshly cut giving a smile. He looked back to AJ who sat on her haunches amazed at what she had just seen.

Midnight walked over to her placing a hoof under her chin as she continued to stare at the lumber pile that had been perfectly cut. He closed her mouth giving a chuckle.

"Now how about that barn schematic AJ?" Midnight laughed.

AJ pulled herself from her daze reaching into her saddlebag again, pulling out the blueprints for the new barn. Midnight took the blueprints with his magic floating it up to his face, giving it a once over he smiled walking over to the new timber that had been purchased for the new barn. He placed the boards in the same manner as the others cutting them all into the exact sizes needed. He sat everything up quickly and was soon building the barn. Big Macintosh had come outside with a large pitcher of cider placing it onto a barrel as he watched Midnight work.

After ten minutes the barn had been completely built with the exception of paint. Midnight fell to his haunches giving a tired breath.

"Whew, that was fun." He laughed panting. AJ brought him a flagon of cider which he eagerly drank it down, giving a contented sigh as he emptied it.

He stretched his wings out, pulling them back in as he gave a shake.

"Night, ah don't know how ta thank ya for yer help. It woulda taken Big Mac an me a good month ta build that barn if you hadn't come along." She pulled her stetson to her chest giving a slight bow to her friend.

"Ah it was nothing AJ, Your a good friend and I love to help anywhere I can. So don't ever hesitate to ask me something if you ever need anything. No matter what it is." Midnight smiled

"And that goes to you to big guy." Midnight laughed ruffling Big Macs head mane.

"Eeyup, same goes for you too." Big mac smiled.

Midnight looked at his handy work, or hoofy work. It was around two in the afternoon and he could feel his stomach knotting up from the lack of breakfast. AJ and Big mac were talking just out of hearing distance from Midnight. After a minute AJ spoke up.

"Heya Night, Care to join us for an early supper?" She spoke as she walked up to him.

"Nah I'm good." He spoke just as his stomach growled loudly.

"Yer good huh?" AJ laughed.

"Well, I might be a little hungry." Midnight gave a embarrassed smile, His stomach growled again. He looked back at it with a furrowed brow and pouted lip, then back to AJ. "Ok, maybe a lot hungry."

AJ busted out laughing. Big Mac gave a hardy chuckle shaking his head as he led the way into the house.

Midnight had to shrink himself once again to fit inside the door to the farmhouse. He could hear noise from the kitchen as AJ and Big Mac entered.

"Heya AB, got supper cooking?" AJ asked her little sister as she stepped to her side pulling down a bowl she was reaching for from the shelf.

"Yea, ah just needed a mixing bowl to start on the pie crust." She smiled as AJ handed her the bowl. The little filly hopped down from her post moving back over to the stove were a few different pots and skillets were cooking the family's dinner. AJ and Big Mac aided her by setting the table, checking the food to make sure it wasn't overly cooked. Midnight took a seat in the living room taking in the smells of dinner wafting through the house. He closed his eyes as he singled out the smells.

"Mmmmmm, Green beans, corn, biscuits'n'gravy, Apple pie, caramel?" He thought to himself as the last one kind of threw him for a loop. "Caramel? OH! Caramel Apples!" He said as AJ walked into the living room.

"Yep, Caramel apples. The caramel is on the stove nice'n'hot there Night. ah'll turn it off about half way through dinner so it'll be nice'n'thick for the apples."

AJ smiled taking a seat next to Midnight on the couch. She lay back relaxing tossing her stetson to the side. He head rested back onto the couch as she stared into the ceiling.

Midnight thought more about the food being prepared which in turn made his stomach growl again. "Oh hush you, you'll get your food shortly." Midnight grumped at his stomach making AJ laugh.

"Ya know, I could snatch a biscuit for ya." AJ smirked

"Nah I'll survive, don't want to spoil my appetite for supper. It's been years since I've had a decent home cooked meal." Midnight smirk only causing AJ to gasp softly in disbelief.

"Yer kidding!? Well how in the hay have ya been feeding yerself then?" She asked cocking an eyebrow.

"Back in my home world, almost every town has a minimum of one fast food restaurant. I would usually just get a bite to eat from one of them then go to work. Get off work grab another bite then head home. I seldom cooked. Good thing some of the places I ate at had a buffet with lots of home cooked variety foods. So having an actual home cooked meal from someone I know was a very rare occurrence." Midnight shrugged sitting back into the sofa. He looked over to AJ who was in the process of crying while staring at him

"Wow AJ are you alright? I didn't say anything to upset youuuUUUUU!?" He asked just as AJ wrapped him in a hug surprising him. He stared nervously down at her unable to comprehend how he could have upset her.

"You poor thang. *sob* I'm so sorry you had to endure that. *sniff* Ya can come by anytime for dinner, no invitation required." AJ smiled hugging Midnight harder.

"AJ... can't...breathe..." He squeaked out causing her to recoil, letting her tight grip go. "*GASP* Thanks."

"Ahm serious though Night, anytime ya wanna come over for supper yer more than welcome to." She smiled as she stood up from the couch trotting back into the kitchen.

Midnight gave a contented smile. "Having a family like this must be wonderful. I wish I had a family like this one."

Dinner started after the food had been placed on the table. Everyone took a seat at the table and quickly dug in. The spread was huge, consisting of biscuits, gravy, broccoli, mashed potatoes, green beans, corn, corn on the cob, cornbread, a variety of fruit and uncooked vegetables, home made dumplings, and tons more. Midnight was surprised to see that all of the food could even fit on the table. Everypony sat in a vacant spot at the table which was set evenly apart so the food could be passed by hoof easily to each other. It was the perfect family setting.

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**_Sorry I've Been busy as of late with school. But I _****_WILL_****_ Continue to post._**


	24. Bonfire under the stars

Dinner passed rather quickly. Midnight volunteered to do the dishes, which was over in less than a minute due to hisspeed and magic. Afterwards he trotted outside to see a large bonfire going in the vacant field west of the house about 400 yards. He arrived to see many ponies sitting there relaxing. Some lay on blankets, while others stood, or sat on a log stump. He walked around the fire to see who all was there. Upon locating Rarity though he quickly found a seat next to her laying on the blanket next to her. She smiled giving him a kiss on the cheek.

"This is nice. I wonder what made AJ decide to make a bonfire." Midnight asked looking into the flames.

AJ had been walking around the pit hoofing out some long sticks and a bag of marsh mellows between several ponies. She arrived to Midnight and Rarity just as he finished his question.

"Hey Rarity, glad to see ya could make it. Night, we always do this bonfar once a month during the summer. Its just nice ta get out an relax with friends." AJ smile giving him a stick and bag of marshmellows.

"I remember doing this a few times when I was a kid, I think I've been to maybe 5 bonfires before back in my home world. It was a lot of fun every time I went, except for when one of my friends decided to throw a hand full of firecrackers into the pit." Midnight laughed remembering the incident. He had watched one of his friends toss them in while everyone else was oblivious. The boy who had thrown them in yelled TAKE COVER before diving behind a log. The other guys were longtime hardcore FPS gamers, as soon as they heard the explosions they all dived behind something leaving me and my friend laughing on the ground."

"What are firecrackers?" Rainbow Dash asked as she trotted over listening to Midnight, taking a seat next to him opposite of Rarity.

"They are little sticks filled with gun powder that explode when introduced to heat or flame." Midnight continued to explain.

"We have something similar here. They're called poppers." AJ added. "I think Twi knows a summoning spell to get some of'em."

Twilight looked away from her telescope for a moment as she heard her name. "Hmmm, what?" She asked.

"Do you know a summoning spell for objects Twi?" AJ asked as Twilight walked over to the group.

"I do, but summoning certain items can be dangerous, especially fireworks." Twi interjected.

"I don't know any summoning spells, can you teach me Twilight?" Midnight asked grinning widely.

Twilight smiled walking over in front of Midnight. "Sure. let me summon something easy though to show you how." Her horn began to glow as power coursed through it. After a moment a small black hole opened in front of Twilight. It shifted flat as a small rubber spider fell from the bottom of the hole.

Twilight's magic ceased causing the black hole to vanish. She looked up to Midnight who had been watching the whole casting who was now frozen in a position that looked as if he was trying to get away, a look of complete terror on his face, His mane now a bright yellow instead of its normal red/orange color.

"You ok sugarcube?" AJ asked walking closer to him and accidentally kicking the rubber spider toward him.

"SPIIIIIDEEERRRRRRRRRRRR!" Midnight screamed back peddling as his horn glowed brightly summoning a giant mallet that quickly smashed the spot the spider was on sending a quake through all of Sweet Apple Acres. Everypony jumped back and away from the mallet as it connected with the ground. Midnight panted hard seeing the mallet now splintered inside of the small crater it was in. Midnight sat there frozen for a moment until Rainbow dash spoke up.

"That was So AWESOME!" She squealed.

Rarity coughed from the dust that had been upturned from the mallets collision with the ground. "My word darling, why did you do that?"

"S-spiders are EVIL! They must all die!" Midnight spoke in a cold yet scared voice.

AJ looked at him laughing. "Heh, yer afraid of a lil ol spider."

A fit of laughter erupted from everyone around causing Midnight to blush, his mane turning back to a normal color.

"Yea, I'm afraid of them. Which means that I take any and all pranks personally regarding those abominations. In short I don't forgive anyone who has ever pulled a prank on me that happened to include a spider. Understood everyone?"

There was a short silence and some nods. Twilight though was looking at the ground, her ears laid back. She looked up to Midnight with tears starting to form in her eyes. Midnight was taken aback by this and started to ask her what was wrong but she took off giving a quiet sob. He sat there for a moment until it hit him.

"Oh no, she thought I meant her when I said that." He spoke as he stood up taking off after her without another word.

After a few minutes Midnight had caught up with her. She was pressing her back against a large rock looking up into the sky, the twinkling stars seemed like her only friend's now. Midnight quietly came up to her from behind the rock listening to her as she mumbled and sniffed away tears.

"Oh Celestia, What have I done? I've angered one of my closest friends." She sobbed, tears flowing gently down her face. Midnight was about to step around the rock to tell her that she didn't know about his arachnophobia but she spoke up again.

"I lost a friend, Over a stupid fucking spider!?" Malice dripped from her voice now as she spoke causing Midnight to hide behind the rock again, his vision never leaving Twilight's frame.

She began pacing quietly as her horn began to could hear her snort ever so often as her hooves began to stomp into each step she took. After about ten pacing turns she stopped as her frame began to glow a white color. Her once purple mane now turning into fire much like Midnights. She gave a loud snort as she sat down, her vision falling back onto the sky as another tear fell from her now cold gaze into the heavens. Midnight was surprised by her sudden change and stepped out from behind the rock announcing himself.

"Twilight, I'm not..." He was cut off by Twilight who growled to him.

"WHAT?! Your not going to forgive me?! So what!?" She snorted taking a defensive stance her horn glowing again.

"What? NO! I was going to say that I'm not mad at you." He began causing Twilight to move slowly back to a regular stance, raising an eyebrow slightly confused.

" You didn't know I was afraid of spiders, I didn't mean that comment I said earlier directly to you. It was just a warning to RD and Pinkie because they tend to play pranks on me sometimes. I'm sorry if I hurt your feelings." Midnight spoke moving closer to her. Twilight back peddled slightly her once raging mane now a soft glimmer of flame as it slowly began to return to normal. Her coat turning back to the lavender it once was as well. She hung her head slightly but managed to look up to Midnight with tear stained eyes. Without a word she leapt forward hugging Midnight, giving a soft sob into his chest. He gave a heavy sigh holding her gently. Whispering quietly to her that everything was ok. A few minutes passed and they were now laying on their backs looking at the stars.

Twilight had gotten over her funk rather quickly and decided to tell Midnight about all the constellations. Although he knew a lot about astrology, he decided the best bet to please Twilight was to let her try and teach him something. After a few minutes he gave a yawn. Although he wasn't really paying much attention to Twilight he was still listening.

"Ahem!" Twilight snorted looking at Midnight who she had just caught in a yawn.

"Oh, um yes?" He asked giving a sheepish smile.

"Were you even listening to what I was telling you?"

"Yes." Midnight smiled

"Prove it, repeat what I said 3 minutes ago." She smirked thinking he wasn't paying attention. Twilight was now standing up staring Midnight down only a few inches from his face.

"You were telling me about how Celestia and Luna could move cosmic bodies with there Alicorn mmmMMMMM!" He was cut off as Twilight pressed her lips to his.

After a few seconds he went with it, kissing her back.

A minute went by as Twilight finally broke the kiss panting slightly. Midnight looked up to her dazed from the kiss. "W-what was that for?" He asked turning onto his side looking at her.

Twilight gave a deep blush turning around and walking away a few steps looking back over her shoulder. "That was for being a good student and listening to me. I have studied books all of my life and I feel that every time I tell someone something they don't know, they never really take it to heart or listen to what I have to say. Everypony I have ever said that to has never once been able to repeat what I said word for word, You are the first. And well... It was kind of a turn on to finally meet someone who listened."

Midnight gave a chuckle. "Then should I repeat everything you have ever told me?"

Twilight gave a sly smile. "There is no way you could remember everything I have ever talked to you about."

"I don't know how to tell this to you Twi, but ever since I became an Alicorn, I have a photographic memory and can literally remember everything I have ever done or what anyone has ever told me." Midnight gave a sheepish smile.

Twilight dropped to her haunches looking a little dumbfounded. "So your telling me that no matter what I say you will remember it even if I'm not teaching you?" She gawked.

"Eeyup." Midnight laughed.

"That is beyond amazing! You could learn every spell in all of Equestria if you really wanted to." Her eyes sparkled thinking of the possibilities.

"That would be possible, But I doubt I would like it all that much." Midnight gave a heavy sigh.

Twilight looked at him cocking her head to the side at his comment.

"Ever read a good book but never remember it all only to go back and read it again to find it captivating?" He asked as his vision fell to the ground Twilight nodded.

"When I pick up a book I already know what I've read. It's never different or new to me if I read it more than once. Also I remember all the bad things that have happened in my life. That is haunting all of its own."

Twilight stood there for a moment in shock, she loved to read and reread books because she never truly remembered the entire story she had read before. Even after reading something a hundred times she would always find something extra in the pages that she hadn't recalled from the previous read.

"That's awful." she spoke as she walked over gently nuzzling him.

"Yea, I just wish I didn't have that ability. I would be so much happier to be a little dumb than to be forever smart." He gave a disheartened laugh as his gaze fell back onto the stars.

They both lay quietly there looking at the stars, Midnights fire mane and tail bringing a lovely light around them. Twilight gave a large yawn bringing a hoof to her mouth.

"It's getting late, maybe we should head back to the fire." She smiled up to Midnight who nodded back with a smile.


	25. Pranks and Knowledge

They arrived back at the bonfire to see the Cutie Mark Crusaders asleep in a pile, mouths covered in chocolate, marshmellow, and graham cracker crumbs. Fluttershy asleep, leaning on Big Macintosh who wore a huge blush. Rarity, and AJ were were chatting it up, Pinkie, and RD, were talking about something that made them giggle as their eyes watched Midnight walking with Twilight at his side.

RD and Pinkie came up to the two with a smile.

"So where did you two run off two?" Pinkie smiled, while RD gave a questionable smirk crossing her arms as she floated in the air next to Pinkie.

"Just doing some star gazing." Midnight smiled while Twilight gave a nod.

"Wouldn't happen to be those stars would it?" Midnight followed RD's hoof as it pointed to Twilight's flank. Just noticing that her cutie mark did look like stars. He kept looking for a moment until Twilight used he magic to turn hishead forward from her flank.

"HEY!" She laughed. Midnight placed a hoof over his face in embarrassment as RD and Pinkie laughed at his expense.

"You two never cease to find a way to pick on me do you?" He laughed brushing off the flank prank.

"Oh we have lots more pranks to pull on you Nighty whitey!" Pinkie laughed causing Twilight to facehoof.

"Lets keep it civil tonight you two, it's getting late and I'd like to get home and read a good book before going to sleep tonight."

RD grinned to Pinkie giving her a wink as her eyes rolled to Midnight and Twilight hinting for her to pay attention.

"Why not take Midnight with you, I'm sure he wouldn't mind a good 'buck' as well." She snickered causing Pinkie pie to snort as she attempted to hold in her laughter. Midnight chuckled as well.

Twilight looked at them for a moment before the word play kicked in causing her face to flush a bright red, a look of horror on her face.

The three cracked up laughing at Twilight's expense. Twilight looked around finding an empty bucket and quickly sticking it onto RD's head.

"HEY!" she shouted attempting to pull it off as she landed. "Look Pinkie! A pinata!" She shouted pointing towards RD's buckethead.

"OOOOO!" Pinkie shouted as she pulled a baseball bat out from thin and and walloped RD upside the head. *CLANG* RD screamed as bells rang in her ears.

"HEY! WHERE'S MY CANDY! *CLANG* Gimme your candy goodness Mr. Pinata! *CLANG*" Pinkie was now chasing RD around as she kept attempting to pull the bucket off of her head screaming for Pinkie to end her assault. By this time everyone was watching the spectacle and laughing so hard they were crying.

After a few minutes Twilight teleported the bucket from RD's head. Pinkie stopped the chase looking at RD with surprise giving her a gentle nudge with the end of the bat.

"Rainbow Dash? YOU were Mr. Pinata?" RD just moaned from the throbbing pain as she lay on the ground.

XXX

A short time passed as everyone had headed home. Midnight gave Rarity a kiss goodnight as he followed Twilight to the library. She had convinced him to read up on some new spells and try them out. They arrived within a few minutes of walking and had found a comfortable spot in the lower part of the library.

Twilight brought a cover out tossing it onto Midnight as she lay next to him also holding another spell book that she wanted him to read.

"This spell book has a lot of useful spells in it. There are some to give ponies wings, help earth ponies to walk on clouds, teleportation, conjuration, summoning, all kinds. Most of them are very difficult to do though." She smiled as she pulled open a page for teleportation. Midnight began reading the spells through the book, most of them had to have several elements or items available in order for the spell to work. He looked to also see that some of the spells he had done before that required items, he had done the spells before without the elements needed for them.

"Twilight, I don't mean to be rude or anything but some of these spells are wrong." Twilight gave him a puzzled look as he pointed to one of the spells.

"What do you mean?" She asked

"Well I've done this spell before and I've never had to use any of the items listed to do that spell." Twilight's eyes went wide at the comment.

"That's not possible! How did you do the spell then?" she asked shaking in delight.

"I just thought of what I wanted to happen and used my magic to do it. That's how I've done all of the spells I've cast since I learned how to do magic." He smiled nervously.

Twilight began to shake more violently causing Midnight to fear the worst, at least until she bowled him over in a tackle.

"OH MY GOSH! THAT IS AMAZING! The only other pony to ever do that was Starswirl the Bearded!" She screamed then kissed Midnight for the second time. He looked up at her in shock for a moment until she had realized what she had done. She gave a deep blush pulling off of Midnight and to his side.

"I'm so sorry. I shouldn't have gotten so carried away like that." She said looking away from him. Midnight gave a small chuckle causing Twilight to look at him.

"It's not a problem Twi, you just surprised me is all. Besides that thought *VORP* I just learned to teleport." He laughed as he vanished then reappeared behind Twilight.

Twilight looked in amazement. "It took me almost ten times to get the teleportation spell right before I came out of it unsinged." She grumbled glaring at the Alicorn.

"Lets read up on a few of those other spells." Midnight smiled moving back to her side pulling the cover back onto them and pulling open the book. Twilight gave a contented sigh as she read through the book.

"Oh that spell was really hard. I did that on Rarity once." She smiled looking to the 'give an earth pony wings for three days' spell. Midnight gazed over it for a moment then grinned at Twilight.

"How about we go for a flight session tomorrow?" Midnight smiled.

"Really?!" Twilight squealed happily.

"I think Rainbow dash would be shocked to see one of her friends flying next to her that normally couldn't."

"Its a date." Twilight smiled.

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**_Continue with the reviews Good and bad are fine with me. Also Don't forget to Favorite and Follow._**


	26. Naps and Wings

The next day Twilight woke early to find Spike and Midnight still asleep. She gave a yawn as she started her normal routine. Get up, make breakfast since Spike wasn't up to make it. Eat, Read a little. Then go about her plans for the day.

The smell of breakfast woke the sleeping baby dragon from his slumber. He groggily descended the stairs to see Midnight upside down and out cold on the floor with a wing sticking out to one side and his tongue lolling out as he snored.

"WOW! Dude that's creepy." He said as he went into the kitchen to sit down for breakfast.

A few minutes went by before Twilight came into the room nudging Midnight to wake him up. He grumbled loudly turning over to face Twilight, his eyes still shut.

"Come on sleepy head wake up." She giggled.

"Mmmmmmm, just five more minutes, *yawn/stretch/grab/snuggle*" Midnight yawned stretching out his legs and wrapping them around Twilight pulling her quickly to his chest and snuggling her, wrapping his wings around her. Twilight gave a startled yelp as she found herself now snuggled tightly into Midnights chest.

She blushed brightly as she wiggle a little to try and get free.

"This is nice." Midnight spoke quietly as he nuzzled Twilight gently, his eyes still closed and still half asleep.

"Come on now, it's time to get up." Twilight giggled as she poke Midnight with her horn. He gave a yelp waking up and vanishing from the room. Twilight fell over as he suddenly disappeared.

"What was that?" Spike yelled as he rushed into the room just to see a bright flash and Midnight reappear.

"Ok now THAT was embarassing." Midnight said as his mane and tail were a bright pink flame.

Twilight gave him a puzzled look. "Were did you teleport to?"

"Into the royal bath, Celestia was having a bubble bath and playing with a rubber ducky. She saw me, screamed, then I teleported back here."

Spike and Twilight fell over laughing, tears streaming from there eyes. After a minute Spike stopped as his cheeks puffed out sending out a belch of green smoke, a parchment falling to the ground. Twilight quickly pulled it to her with magic as she read it. She laughed as she tossed it to Midnight.

"Dear Twilight,

Did Midnight just teleport into my bath? I could have sworn it was him, but he vanished before I could properly tell, If it was please let him know to knock first next time please."

Midnight facehoofed as he wrote a reply.

"Dear Celestia,

"I am truly sorry for the sudden intrusion. I honestly teleported to you by mistake as I was awoke with a start. My apologies to you."

He tossed the parchment to Spike who quickly sent it to the princess.

"Ok, now that THAT is over with, let's go to the park Twi." Midnight smiled as he headed out the door, Twilight close behind. Spike groaned as he looked around the library where Midnight had slept. Books scattered all over the area.

"This... is going to be a long day."

**XXX**

They arrived within a few minutes walk at the park. Many families were there playing or having a picnic. Midnight received a few stares from everyone, a few bowing to him. He gave a nervous smile and nod to those who bowed and kept walking.

The continued walking a short distance until they heard several sets of tiny hoofbeats getting louder. Twilight suddenly moved to in front of Midnight in a rush. Just as he looked back to where she had been at his side, he saw three little blurs tackle him to the ground.

"UNCLE, MIDNIGHT!" The CMC's yelled in unison. Midnight landed with a loud thud laughing at the three fillies.

"Girls! How are you doing?" He laughed hugging the three. Twilight giggled watching them.

"We're great Unc, Cheerilee brought the class to the park today." Applebloom beamed

"Yea. So we all get to have fun here today." Scootaloo added buzzing her little wings happily.

"Won't you come play with us?" Sweetiebelle asked.

"Awwww, I'd love to girls, but Twilight and I are trying out some new spells that I learned last night." Midnight said causing the three fillies to frown.

"Awwwwwww." They said in unison again shuffling there hooves sadly looking to the ground.

Twilight gave Midnight a little nudge causing him to look to her, She nodded to the group of children approaching with Cheerilee. He smiled back to her giving a wink.

"Well I guess a few minutes wouldn't hurt." He laughed causing the three fillies to tackle and hug him again.

They all walked up meeting Cheerilee and the other children half way. The three fillies quickly moving back to the school group.

"Good morning Cheeriliee. I hope the girl's haven't been giving you to much trouble lately." Midnight smiled raising an eyebrow to the CMC's.

Cheerilee gave a soft laugh. "No, no they are quite the hoof full but are very good while at school. Its when they have recess and are away from school that I worry about them." She smiled looking to the three.

"So your having a day out for the kids today are you? Isn't that a little stressful compared to being in class?" Midnight asked.

"Not really. All of the young ones are pretty well behaved and know what kind of punishment is given when they get caught doing something they shouldn't be doing." She smirked giving a raised brow to the class causing them to recoil slightly.

"Punishment?" Midnight gave a worried look.

"Oh its nothing really. Those who get in trouble often have to spend recess inside doing homework. Nothing bad really." She laughed causing the class to gasp.

"That's like, the worst punishment EVER!" Scootaloo shouted buzzing her wings while giving a small jump to emphasize the word 'ever'.

Midnight, Twilight, and Cheerilee laughed at the comment.

"Well, anyway, Twilight and I had planned on doing some magic spells. You, and the children are free to watch if you want." Midnight smiled.

"What do you think class, want to watch Midnight do some magic tricks?" Cheerilee announced causing them all to cheer.

After reading a few more spells in a book Twilight had brought, Midnight was ready. He tried out a few firework spells sending them into the air and making them explode in a beautiful array of colors and shapes. The children ooooo'd and aaaaah'd at the sight. Next up he did some conjuring. Pulling items from nothing and setting them to the side. The class clapped their hooves in approval.

"Ok, this next trick is really hard to do. So I'm going to need my assistants help with it." He smiled giving a bow to Twilight. She trotted over giving him a sly look.

"Assistant huh?" She smirked standing at attention.

"For this trick, I'm going to give Twilight wings so she can fly." Midnight smiled.

"But she's a unicorn. Only pegasus and Alicorn ponies can fly." One of the students piped up.

"That is true little one, but with a magical spell I can give any pony a beautiful set of wings for three full days." He smiled as his horn began to glow. The children watched in amazement as an ethereal blanket slowly wrapped around Twilight, encasing her in it. After a few more seconds she flashed a bright white then reappeared with a beautiful set of feathered wings. Everyone including Twilight gasped. Midnight just smiled seeing his work. Twilight gave a nervous smile opening her wings for the first time. The children cheered loudly, many saying they wanted a pair as well. Twilight moved forward.

"Ok children, that's all for today. Go and have some fun."

Midnight looked at her curiously as the children awww'd then went to play. "Whats up Twi?" He asked giving her a friendly nudge. She turned around walking away nodding toward a nearby tree. Midnight followed her as she took a seat under the tree.

"Midnight, That spell you cast on me was supposed to give me transparent butterfly like wings that didn't attach to my body. These wings are part of me. How did you do that?" Twilight asked giving a nervous expression toward her wings.

"I don't know, I just followed the directions of the spell but I didn't use anything to create them like it said. I just willed them onto you. Is that a bad thing?" He aksed feeling a little bad now.

"Well... in so many words it is but isn't at the same time. You see, the butterfly wings didn't attach to my body so they couldn't accept magic like pegasus wings can. Since these are part of me I may have been an inadvertently made Alicorn like you were." She gave a sheepish smile looking to Midnight who just stood there with wide eyes.

"Midnight, are you ok?" Twilight asked as she raised a hoof to his face giving him a gentle push. As soon as she touched him he began to fall over.

"MIDNIGHT!?" *thud* he was completely out cold, his fire mane and tail completely extinguished. let lay there as Twilight kept nudging him.

"Ooooooooooh, Midnight wake up!? Dont make me, UGH!" Twilight growled casting a minor shock spell on Midnight who awoke to being electrocuted.

"AAAAAAAAH! DAMMIT! Oh God! Ugh! I'm gunna be sick." He said as his horn glowed opening a small portal on the ground, He shoved his face into it as he emptied his stomach into the void. After a minute he pulled himself up looking rather pale for an Alicorn with a solid black coat. His mane and tail flickered lightly as it stayed close to his body.

"Oh God, Twilight, I'm so sorry. If I made a mistake and you have to stay an Alicorn, I am so sorry, I never wanted you to have to carry that burden." Midnight cried. Twilight came over to his side giving him a gentle nuzzle.

"It's ok Midnight, you didn't know this would happen. Even I didn't expect it to happen. But since I'm already a unicorn I'm sure loosing these wings after a few days wouldn't cause my power to destroy the universe." She laughed.

"Even so, the thought alone is going to haunt me. I seriously need to start thinking of the outcome of these spells before I cast them. I'm going to end up hurting someone or doing something bad if I don't." Midnight groaned.

Twilight flapped her new wings getting a better feel for them. "Hey, why don't we go find Rainbow Dash. I'm sure she will freak out over these babies." Twilight snickered.

"Do you know how to fly?" Midnight asked looking at her wings.

Twilight gave a grin launching herself into the air doing a few tricks, then hovering in front of Midnight booping his nose with her hoof. "I might have cast the wing spell on myself a few times." She laughed doing a back flip and landing on her hooves in front of Midnight.

Midnight gave her a bedroom eyed grin.

"W-why are you looking at m-me like that Night?" Twilight sputtered nervously.

"I didn't take you to be the athletic type, That plus being extremely smart, well, its a quality I find VERY appealing." He smirked.

"A-heh heh, will you look at the time, I think we should go find Rainbow and have a little fun with her." Twilight laughed nervously taking off into the sky, Midnight close behind.

Twilight looked around as she flew to try and locate any signs of RD. Midnight was close behind her. After about twenty minutes she finally located RD taking a nap on a cloud. She looked back motioning Midnight to pull up next to her. As she did she pointed to RD who was snoozing the day away on a floating pillowy cloud. After a quick whisper into Midnights ear they parted ways, Twilight quietly found a small cloud pulling it under RD's cloud and taking a seat on it waiting for Midnight to do his part. Midnight flew over to RD giving her a gentle nudge. RD groaned turning over onto her back stretching out her legs.

"Mmmmmmm five more minute ma." She yawned.

"Oh but sweetheart, you have to get up NOW!" He began softly then screamed at the end as he pressed his lips to her stomach and raspberried it causing RD to scream out laughing trying to get away.

"AAAAAAAAHHAHAHAAAAHAAAA, BWAAAAAHAHAAAAA! STOPIT! AAAHAHAHAHAA QUIT IT! HAAAAAAAHAHAA, YER GUNA MAKE ME PEE! HAAAAAHAHAHAA!" She yelled finally getting Midnight to quit. He pulled back giving a loud chuckle as RD turned upright onto her haunches breathing hard giving Midnight a glare that could turn water to ice.

"That was not cool." RD laughed finally catching her breath.

"Oh but I have a surprise for you my dear." Midnight grinned.

Rainbow cocked an eyebrow at Midnight. "Oh? and what would that be?"

At that moment Twilight shoved her head up and through the cloud pressing her lips to Rainbows belly and blowing raspberries. Rainbow shriek falling over laughing as Twilight continued her onslaught. After a minute she stopped pulling her head back below the cloud. Rainbow couldn't think straight for a moment but regained her composure.

"What the hay! Who did that?" Rainbow asked as Twilight flew up behind her tapping her on the shoulder.

RD turned around giving an audible gasp seeing Twilight flying with feathered wings. "Twilight?!"

Twilight giggled. "Nice huh? Midnight cast the wing spell on me and... well... I got a new set of wings that are like yours."

Rainbow circled Twilight looking at the wings. They were an elegant purple just like her coat. "Those are awesome. Oh can you do all that stuff I taught you before?" Twilight nodded pulling off a few quick tricks.

"So RD taught you huh? I be that was a blow to your ego." Midnight chuckled causing Twilight to facehoof, her cheeks growing a bright red.

"Hey, so what if the athletic pony taught the egghead something new!" Rainbow chuckled causing Twilight to groan.

"Ugh! Okay, enough with the pick-on-Twilight moment. Lets go do something before my wings disappear." Twilight groaned.


	27. Winged Saviours

They had arrived in Ponyville again. This time they would be going to each one of 4 friends left to show off Twilights new wings. It had been decided to go see Fluttershy first due to her being a Pegasus already, and knowing the joys of flying. The three had arrived at her cottage on the outskirts of the Everfree forest. Making way to her door and giving a gentle knock. A few seconds went by and the door opened revealing Angel bunny. He looked at the three for a moment then waved them in. Midnight had to shrink himself again to fit inside comfortably. The three could hear some soft humming coming from upstairs. Angel bunny hopped up the stairs getting Fluttershy's attention, returning with her downstairs.

"Oh, hello everyone. what are you... three... up to?" She trailed off seeing Twilight's wings. A wide smile spread across her face as she zipped over to Twilight circling her and looking at her wings.

"Oh my! Where did you get those wings Twilight? I never thought a spell could give you feathered wings like a Pegasi." She smiled giving them a gentle touch to make sure they were real. Twilight gave a giggle unfolding them, showing Fluttershy they were indeed real. Fluttershy's eyes went wide seeing them.

"I have Midnight to thank for these beautiful wings. For some reason his magic altered the spell that I cast on Rarity before which gave her butterfly wings. These wings are actually attached to me. I can feel them as well unlike the other wings I had before. It makes flying a lot easier."

"Wow, are you going to show the others as well?" Fluttershy smiled shyly.

"We were actually going around to everyone to show them. This is quite a special event seeing as Midnight had altered the spell." Twilight smiled widely.

"Ok you three, lets get this show on the road, I'd like to think Pinky is going to throw you a party for the new wings." Rainbow spoke as she flew in place loosing patience.

**XXX**

They arrived after a couple minutes flying into Ponyville, There first stop was Applejacks. Upon arriving they noticed Big Macintosh walking out of the house with a dress and bonnet on. He hadn't yet seen the group heading toward him and dove off onto the side of the road. Big Macintosh walked by mumbling something about a stupid bet. He kept going further down the road until he was out of sight. The group jumped back onto the road giggling, making there way toward the farm house.

They arrived on the porch Just as Applejack and Applebloom were exiting the house laughing.

"Well howdy ya'll. Did ya happen ta see Big Mac heading into town?" AJ chuckled.

"Yea, but what was with the outfit?" RD smirked.

"Well, mah brother lost a bet with me. It was the first time too." Applebloom beamed laughing a little.

"Boy howdy was Big Mac surprised when he lost the bet. Ah ain't never seen a ponies eyes bug out that far, not even Pinkie." AJ laughed

"So what was the challenge he lost?" Twilight interjected.

"Well, the boy has a might large stomach. AB here bet him that he couldn't drink a whole gallon of milk without getting sick. Now keep in mind that we do drink ever so often and he tends ta drink a barrel at a time. So he thought he could win this bet. Unfortunately he didn't keep the gallon'o'milk down." AJ chuckled.

"Heh sounds like a prank I used to pull back on some of my friends on earth. Same thing in all manners, just humans drinking. Its just not physically possible to hold that much liquid down all at once." Midnight grinned.

"So what can ah do...for ya?" AJ trailed off seeing Twilight unfurl her wings giving a big grin to AJ.

"What in tarnation? How in the hay did you get them feather wings Twi? I thought the wing spell on gave them frilly wings Rarity had."

"Well Midnights magic changed the spell to this somehow. I know it's strange but they are very pretty." Twilight smiled giving Midnight a nuzzle.

"Boy howdy, I'd sure like a set o'them there wings mahself. Think ya could conjur me up some Night?" AJ smiled giving him a wink.

"I'd be honored ma'lady." Midnight smiled giving a bow to AJ which in turn made her burn red giving a nervous chuckle.

**XXX**

After a short spell casting and a new set of orange wings on AJ, they had made there way to Sugar Cube corner. It was the next closest stop. The meeting went rather much the same except for a super hyper pink earth pony bouncing off the walls. Midnight again had to cast the spell, this time on Pinkie which he immediately regretted. The pink pony was zipping around in every direction, even chasing Rainbow dash around in the sky. Everyone laughed at Pinkie's antics until they reached Rarity's boutique. They all entered seeing the shop pretty bare. Sweetiebelle came downstairs upon hearing the bell ring at the shops entrance.

"Hello everypony. What brings you here? If your looking for Rarity she had to go out to search for more gems. She went by the library to get Spike earlier." She said as her tiny voice cracked a little. Sweetiebelle rubbed her eyes for a moment looking at all the ponies.

"Oh my gosh!" She squealed, her voice literally breaking in half. "You all have wings! Well Rainbow and Fluttershy already had them but the rest of you have them to!? How?!"

After another quick explanation Sweetiebelle was satisfied with the answer. They said their goodbyes and went to find Rarity. The group was heading toward the small field that Rarity had been at before when she encountered the Diamond Dogs when Spike came running up to them out of breath.

"Rarity... trouble... Diamond dogs again...UGH!" He fell over panting hard. Twilight quickly picked him up with her magic jumping into the air.

"Everyone follow me." She shouted as she took off at breakneck speeds.

**XXX**

After a very quick flight they arrived at the Diamond Dog Fields to see many burrows all over the place. They landed quickly moving up to one of the openings. A Diamond dog jumped out, Then several more all surrounding them. The huddle together watching the dogs as they moved closer.

"Were is Rarity?" Midnight growled toward the nearest dog causing him to back peddle a little.

"White pony is below, is prisoner now to help find gems for diamond dogs." A large brown dog spoke up as he moved closer to Midnight.

"New ponies will help dig to." He laughed moving closer to the group.

"No we wont!" Twilight growled back stamping her hoof into the ground.

"Twilight, let's go help the diamond dogs find some gems." Midnight looked back speaking loud enough for the dogs to hear, but they didn't see the wink Midnight gave the group.

After a quick nod amongst the group Twilight spoke up.

"We have agreed to help the diamond dogs locate gems. You may lead the way."

It took roughly ten minutes to traverse the depths of the caves to finally reach Rarity. Upon seeing her friends Rarity ran to them.

"Oh my goodness. I am so glad to see everypony. These ruffians have made me work my poor hooves to the bone finding all these gems. It has been such an ordeal." She groaned giving a pouty lip.

Midnight smiled at her giving her a gentle nuzzle. "Well now that I'm here we can all go home." He said as he turned to see a large group of dogs watching them.

"Ponies not leave. Ponies find gems, stay here forever." A large dog stepped forward grinning through large yellow teeth.

Midnight laughed loudly sending an echo through the open tunnels. "You dogs have no clue what your up against do you?"

The dogs looked at each other unknowingly as Midnight began to walk forward leading the girls out of the tunnel. The biggest dog stepped forward in front of Midnight.

"Ponies not leaving dogs lair, Ponies dig for gems or die!" He growled loudly causing the pack to step forward surrounding them.

"AAAAAH!" Rarity screamed causing all attention to fall on her.

"Those wings! Darlings were ever did you get them?!" She cooed looking at Pinkie's, Twilights, and AJ's wings.

"ENOUGH! If ponies no dig, Ponies DIE! Dogs attack!" The largest dog yelled causing them all to attack from every angle.

Midnight laughed as his horn glowed sending out a force field around the small group of friends. The attacking dogs bounced off and into the dirt.

"Lets go ladies, I think the muts need some time to reconsider who they are messing with." Midnight laughed as a loud crack and flash of light erupted in the cave. The pony group had disappeared into thin air leaving the dogs dazed and confused.

"WHAT!? Where ponies go?! Find them! Make them pay with The flower of torment!" The largest dog shouted causing many of the dogs to tremble in fear.

_**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**_

_**No sleep tonight so i'm going to do a bit of schoolwork. Follow, Favorite, and Review please.**_


	28. Fuck Poison Joke It's Not Funny

Another bright flash and crack erupted onto the surface of the diamond dogs lair. Everypony was accounted for and now safe. Midnight smiled seeing them all.

"Are you alright Rarity? They didn't hurt you did they?" Midnight asked as he nuzzled the white ponyaffectionately. Spike groaned seeing the intimate moment wishing it was his own with the Ivory pony.

"I'm fine darling, I'm just glad everypony showed up when they did. Those ruffians threatened to dump a bucket of dirt on me if I didn't find them any gems. It was absolutely horrid." Rarity groaned causing the group to chuckle.

"Well I'm just glad you're safe, Those dogs shouldn't bother us again for a while." Midnight smiled but snapped his head around as he heard movement behind him. He turned just in time to see a large amount of something blue heading toward the group. He didn't have time to cast a spell so he unfurled his wings wide to take whatever was coming at the group instead of letting it hit them. A large lot of blue flowers pelted Midnight then harmlessly fell to the ground.

Midnight laughed loudly looking to the dogs. "Is that all you can do? Throw flowers at us? Your a bunch of IDIOTS!" Midnight yelled sending a shockwave through the entire field. His horn began to glow as he picked up all of the dogs in the area lifting them to in front of him. Hie eyes burned with a raging flame as he looked at them struggling to get away. He let out an evil laugh as the dogs began to yelp in fear. Twilight came up to his side giving him a gentle nudge with her hoof.

"Let them go Night, they've learned their lesson. I don't think they will bother us anymore." She spoke quietly in fear seeing Midnights expression of pure rage.

Midnight shifted his gaze to the group of ponies who all looked at him in fear. "Didn't you tell me that they had abducted Rarity before? Yet they did it again? What makes you think they wont get up enough courage to do it again?"

Twilight and the others stepped back hearing how cold Midnights voice had gotten. "W-we cant guarantee that, we can only hope they will learn there lesson from this experience."

"Yes, from this experience... I need you all to go home while I take care of this situation." Midnight's gaze moved slowly back to the dogs who were now trembling in fear.

"We will go, just promise us you wont hurt them." Twilight spoke up again, Midnight looked back to her and nodded. "I wont hurt them all." He spoke his gaze returning to the dogs setting them onto the ground, a force field suddenly surrounding them.

"You dogs sit tight I'm going to give you a nice talking to." He smiled causing the rest of the ponies to smile back. They all left. RD and Twilight carrying Rarity back to Ponyville. Midnight watched them travel out of sight then turned his gaze back to the dogs. They all whined seeing his firey eyes relight. He walked over to the edge of the barrier.

"So dogs, why did you pony nap my love?" Midnight asked, staring them down.

"We pony nap to make ponies dig for gems. Dogs get tired and need slaves to dig for them." The biggest dog spoke up.

"Oh really, So I'm guessing your the big dog around here huh?" Midnight gave a wicked grin.

"I is pack leader. Am strongest Diamond dog." He stood proudly puffing his chest out.

"Do you have a second in command?" Midnight raised a brow to him.

"Yes, have second in command, Is this dog here." He waved to a dog who walked up to the pack leader proudly.

"Well then, will you be abducting anymore ponies ever again?" Midnight asked moving a bit closer to the barrier with an innocent smile.

"Diamond dogs will tire again, will find other slaves to dig for gems. Cannot guarantee that slaves be ponies or not." He smirked crossing his arms.

"Well that is a shame." Midnight pouted looking to the ground, his eyes slowly moving back up to the dog standing next to the alpha. "Hey you, second in command. If you are the new pack leader, would you stop abducting ponies if it meant I spared your life and made you the new pack leader?" Midnights words were venom to all the dogs ears, they recoiled with a whine except the leader who growled at the threat to having his rank torn from him.

"I would consider it." The dog smiled, his eyes turning to a slit as he looked at the pack leader.

"Then I grant you pack leadership. I would also like to show you what would happen should any of you dogs decide to abduct ANY creatures to become a slave to you EVER again." Midnight cackled as the pack leader lunged toward his second in command only to stop meer inches from him as he was pulled away with sheer force of magic. The dog yelped loudly crying out as his tail was dislocated from the tug. He cried out pulling his tail between his legs holding it.

The other dogs watched in horror as to what follows.

SEVERE GORE AHEAD! You may skip to the next part below if you dont want to loose your lunch.

]-

Midnight gave a twisted smile as he pulled the pack leader by his broken tail around the ground, The dog screaming in pain. The dog finally could not take anymore and began to use his claws to remove his tail from his body. After a minute and several bloody swipes later the tail had been removed, The pack leader curled into a ball from the pain.

"Please, no more hurtses me. Will never look at another pony again, Will move mine far away. Will never hurt anything, please, no more hurtses." He whined.

"I don't believe that this is enough incentive to keep your pack from abducting anymore ponies. They will see that I am DEAD serious about keeping all of the ponies in this world safe. As well as other creatures who might be harmed.

"NO! PLEASE! I WONT HURT ANY *GACK*" The Diamond dog was cut short as magic grabbed tightly around his throat. He clawed wildly at the force holding his throat only to bring blood pouring from claw wounds that he was inflicting upon himself. Midnight held him there for another minute until his movements began to slow, then releasing him to fall to the ground with a thud. The dog gasped for air as it filled his lungs. He scrambled away through the pack of dogs only to be quickly followed by Midnight.

The dogs began to surround the Alicorn, other dogs began to show some intelligence moving away in fear.

"If you want to live dogs, then you must watch what I am about to do to your former leader." Midnight cackled loudly pulling the dog by his ears with magic toward him. The dogs stopped, giving a whine as they watched in horror.

"Oh how I wish you had been smart enough to stay away from the ponies of this world. Now I'm going to make you beg for death." Midnight grinned causing the dog to empty his bowls and bladder onto the ground.

Midnight watched the dog in almost ecstasy as he slowly began to break each limb, the howls of pain seemed to be music to his ears, Soon all the limbs had been broken, The dog now begged Midnight for death.

"Please, *cough cough* kills us, we regret everything we have dones to the ponies. *cough* we cannot bares the pains. Please, kills us." He cried, tears and blood covering his face. Many of the dogs had pissed themselves in sheer terror seeing their leader so easily broken. They now knew what fate would be held for them should they ever abduct another creature in this world.

Midnight smiled to the dog as it gurgled on blood, He lifted the dog into the air in the middle of the pack. "This is what will happen to ANYONE of you DOGS that EVER hurt another creature AGAIN!" He shouted sending a shockwave through them all as he began to pull all of the dogs limbs in separate directions, sickening cracks could be heard, the former leader howled in pain as all four of his limbs were torn from his body, He foamed at the mouth for a few moment before Midnight finally crushed the rest of him into a gooey pulp dropping it into the middle of the pack.

End of Gore

The force field was dropped as he left the area, all the dogs fled in terror except the new pack leader. He came up to Midnight shaking in fear. He bowed before the dark Alicorn as he spoke.

"You has my word that no pony or others will be taken. Any dog that hurts others will be killed on site." he spoke, the smell of tears and urine surrounding him.

Midnight nodded to him, the dog left quickly following the rest of the pack underground.

Midnight looked around, he stepped over to the blue flowers that had been tossed at him before. He picked up one looking it over with his magic. He smiled taking a big sniff of the beautiful flower then tossing it to the side. He trotted away back toward Ponyville murmuring to himself.

"Heh, stupid dogs throwing flowers at me? Did they think this was a wedding?" He laughed as he vanished from site.

**XXX**

The girls and Spike had arrived back at the library within minutes of leaving Midnight. Rarity took a shower as the rest began to settle in. Pinkie on the other hoof decided it be prudent to throw a "Congratulations on getting a beautiful set of wings and saving Rarity from scary diamond dogs" party. Before any of the girls realized it, Pinkie had left the library and returned, decorating the library at break neck speeds and setting up the huge table of foods, cakes,and punch.

Rarity had just finished her shower heading back downstairs to see all of the library being partied up. A pink blur passed the white pony placing a cup of punch and cupcake in her hooves. A party hat now adorning her head. She gave a chuckle taking them with her magic as she made her way into the main room of the library seeing the others having fun. She walked quietly over to Twilight who had found a semi quiet spot to sit down.

"Twilight, darling. I am ever so curious about what Midnight said earlier." She said taking a sip of her punch.

"What do you mean?" Twilight asked giving her a nervous expression.

"Well, Midnight said that he wouldn't hurt them 'all', Don't you think that was a strange way of saying he wouldn't hurt them?"

Just as Rarity finished that sentence, a cold chill fell through the room as Midnight entered the library.

Pinky stopped feeling the chill, "Oh no! I feel a combo coming on. Ear flop, tail flick, pinchy knee." She said but stopped in her tracks sitting down onto her haunches as Midnight passed her by, going further into the library. Pinkie's mane deflated as she watched the Alicorn pass by without a word. A look as if the Alicorn was furious at the world shown across his face.

"Oh... no..." Pinkie spoke softly as her eyes became points in the white of her eyes. She ran out the door without further word.

Midnight moved next to Rarity, smiling and giving her a passionate kiss in front of Twilight who turned red at the sight.

"Oh my! Midnight! How scandalous of you." Rarity giggled running her hoof in circles around his chest. He smiled laying down beside her. He smiled to Twilight giving her a wink which only made her redden further causing him to laugh.

"So darling, Twilight explained the wings she has, would you do me the honor of giving me a beautiful set of wings as well?' She cooed nuzzling him. He smiled leaning down and whispering into her ear.

"Oh I would love to do you right now." He smirked causing her face to almost explode with red. She looked up at him in shock for a moment until she saw his horn glowing. A minute passed by as Rarity emerged from a bright light with a set of ivory white wings perfectly matching her coat. The tips of her wings a light purple matching her mane. She squealed in delight pouncing Midnight over.

"My my Rarity, right in front of your friends? I didn't think you had it in you." He chuckled causing her to move off of him. "Its ok, I don't mind, who knows, maybe they can join in?" He smiled looking around seeing everypony slack jawed.

"Midnight?! What has gotten into you?" Rarity yelled in shock. "That is not like you in the least."

Midnight gave a frown looking at Rarity. "Oh but won't you indulge my curiosity? I'd love to see who would be willing after all."

"Now what in tarnation has gotten into you? That's no way ta speak in front of any pony, ah think you should apologize. Taint right saying such things." AJ stepped forward next to Rarity, Fluttershy hiding behind her.

"Yea Midnight, that was not cool." RD spoke up hovering next to Twilight.

"Oh my, seems my friend's are angry with my little joke. It's to bad really, I had hoped to have a little more fun with all of you. Especially the ones I haven't had the chance to have fun with." Midnight gave an evil grin causing the girls to recoil slightly in fear.

"W-what are you talking about Midnight?" RD questioned as her brow began to furrow.

"Oh I think you are perfectly aware of what I'm speaking of little miss mach ten." He laughed.

Rainbow burned bright red at the comment landing next to Twilight looking to the floor.

"Now see here! That was above and beyond called for. I demand you apologize this instant." Rarity snapped causing the others to gawk at her. Midnight moved closer to her smiling.

"And why should I apologize Triple feature. I'm sure if I went by the Spa the Twins wouldn't mind going another round. I did rather enjoy the beating I got from them." Midnight cackled causing Rarity to blush furiously backing away with her ear hung low, tears starting to well up in her eyes.

"H-how could you... Those moment were so special to us, and you blatantly tell them in public, and even to our friends? Your no more special than a bug that I would squish because it is disgusting. You should leave Midnight, I... I don't want to see you ever again." Rarity cried as the tears fell from her face.

Twilight and Applejack came to her sides, trying to comfort the heartbroken Rarity. They all looked up to Midnight with disgust.

"Hmph, I guess I'll take my leave then. Maybe that bitch I knocked up will put up with me in the castle." He snorted as he left the library in a flash of light.

Twilight gasped for a moment thinking about the princess. "Oh my gosh! He is going to the princess. We need to warn her about his sudden change. This could be very dangerous for her."

After making a quick note and having Spike send it away in a flash It took almost an hour before a response was made.

"Twilight, what has happened to Midnight? Has he gone mad?! You must come to the castle at once, Bring all of the elements of harmony with you. This may be our only chance before..."

Twilight didn't finish the note as it had been singed terribly. The rest of the note was gone. Twilight began to shake violently from fear as it crept over her. The others came to her side as her magic let go of the letter, letting it fall to the floor. They each read the letter, all turning paler version of there coats.

"Twi, what are we gunna do? Ah don't think we could go up against an Alicorn like Midnight. He seems purty strong." AJ spoke as she looked at the group of crying mares.

"I don't know Applejack, he seemed like a totally different stallion earlier. He hasn't seemed the same ever since..." Twilight's eyes went to plates as she remember earlier at the diamond dogs. They had thrown a blue flower at them but Midnight had blocked them with his body and wings. "Girls, I think I know whats wrong with Midnight. I think he has poison joke affecting him."

The girls all looked at Twilight before realizing it themselves.

"Girls, we are going to need to get some of that natural remedy ready to use on Midnight. Who knows what he is doing in Canterlot right..." Twilight stopped as everypony looked to the door as Pinkie burst in. She had two large bushels, one on either side of her like a saddlebag.

"Pinkie?" Twilight began.

"GIRLS! We need to find Midnight and fast. If we don't hit him with these water balloons, then all of Equestria or MORE could be in serious trouble." Pinkie shout as she hoofed out a water balloon to each of the girls.

"Pinkie, whats with these?" RD asked pointing to the watter balloon filled and ready to throw.

"Silly, they have the cure for poison joke in them. All we gotta do is hit Midnight with a few to wash off the poison joke." Pinkie smiled.

They all rushed out of the door quickly taking to the skies and heading toward Canterlot.

**_XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX_**

**_Holy fuck Right? Should I give you a bad ending and a good ending or what. I will not post if I don't get a review about it._**


	29. Alternate Ending The story will continue

_**Authors Note: After many people asking me to continue the story or add a sequel, I have come to this conclusion. This chapter will be the ENDING of the story as an **__**alternate ending ONLY**__** and NOT the actual ending. The next chapter will have most of the same text as this one to a point then switch over to the continued story line. **_

As they approached Canterlot, plumes of black smoke were rising into the air from several areas around Canterlot. Although late in the evening the sun was staying still in the sky. It had not moved for almost several hours now and the time was now almost eleven pm. As they near the castle they could see bright flashes of light erupting from inside several of the windows in the castle. As they drew nearer one of the walls erupted sending out several unicorn guards.

They all fell around 40 feet to the ground. None of them stood back up once they hit. Everyone gasped seeing this, then slowly flying toward the fallen wall to peek they saw made them gasp. Midnight was standing over not only Celestia, But Luna as well. Luna was laying across her sister protectively as Celestia lay there, her eyes closed, her breathing was rough, several scorch marks riddle her body, Many of her feather from her wings had been scattered

about from a large burn mark on one of them.

"Begone thou evil being, You will leave us be with out sister. BEGONE! Or face our WRATH!" Luna's eyes glowed as her horn began to fill with power. Midnight stepped forward only to run into a powerful beam spell that hit him head on. He staggered for a moment regaining his footing then began to advance again. Yet another beam hit him from Luna. This went on for another 5 minutes. Blast after blast of energy hitting the former human but never hurting him.

Midnight let out an evil cackle as Luna tried in vain to keep casting the spell, until she finally exhausted her power.

"My my, little Luna is such the patriot, Fighting to protect her big sister after she had fallen to her former lover. How sweet." Midnight spoke sarcastically. Mischief in his voice as he moved closer to the exhausted Luna. He lowered his head to her's, an evil grin across his face.

"Once I have taken care of you and your sister. There will be nothing to stop me from taking over Equestria." He began to raise his head as he cackled loudly. But it was short lived as a powerful beam hit him from the side sending him down the hallway and through a wall to the palace gardens.

Twilight stood there panting loudly through clenched teeth. Her horn literally white with magic. Her coat had transformed to a pure white while her mane was now ablaze. Her voice echoed throughout the hallway as if it were several Twilight's talking at once.

"You will NOT harm the Princesses!" she shouted.

After the wall finished falling that Midnight had been launched through everything fell quiet. A loud cackle could be heard from the hole Midnight had been put through. "Well isn't this a surprise. Twilight and her friends finally coming to the rescue. I'm not sure if you noticed but most of the royal guard is dead. Celestia is wounded, and Luna is out of power. I'll give you this one chance to walk away unharmed. After that I will bend you to my will if you do not leave." Midnight growled out the last of the sentence sending shivers down everponies spines.

Twilight stepped forward still on fire. "Midnight you have to listen to me. You've been infected with poison joke, its somehow altering your nature to go against what you normally do and believe in, let us help you. You still have the chance to be forgiven." She spoke out pulling several water balloons from Pinkies bushels, floating them to her side.

"Forgiveness?! Do you think I want that? No I don't want that at all. What I want is very simple." Midnight laughed.

"And what would that be?" Twilight asked looking at him oddly.

"The complete destruction of the entire universe." He yelled causing the windows in the castle to shatter. The girls were all pushed back by the sudden outburst.

"Girls, we have no choice, we have to use the elements. I doubt we could get any of these balloons near him without loosing them instead of hitting him."

They all felt tears come to their eyes as the power from the elements began to shine brightly sending out a bright light from each of them.

"What do we have here?" Midnight smiled seeing the colors of a rainbow heading toward him. He smiled watching it bolt toward him. After a few seconds the rainbow from the elements disappeared. The girls gasped at what they saw. Midnight stood there laughing at them in the same spot. Some type of clear crystal floating in front of him.

"B-but, that should have worked?! What happened?" Twilight shouted in a panicked voice.

"Oh my poor poor Twilight. You forgot about one thing. I'm smarter than you." He began to laugh as Twilight stomped the ground infuriated by the insult.

"You can't be smarter than me! I've done nothing but study my entire life. How can a mere human be smarter than me?!" She growled.

"HUMAN? HUMAN!? I'm a fucking Alicorn you little snot!" Midnight growled teleporting to right in front of the girls.

"You see this crystal? This is called a prism. It can turn white light into a rainbow and a rainbow into white light. This is how I have defeated you pitiful ponies." He began to laugh again as the group powered up their elements again. Firing them at Midnight repeatedly. Every time he would laugh as the light show was altered to innocent white light as it was blocked by the prism. After an hour of trying to use the elements on Midnight they all stopped falling to the ground crying. Twilight's white coat and fire mane turned back to normal. Midnight moved forward giving an evil smile.

"So have you finally given up girls?" He laughed as he walked into the center of the group.

They all stood on shaky legs as they looked at him. Midnight smiled looking around at them, he walked over to pinky who was sitting next to the water balloons, her hair deflated, a look of horror across her face as she gazed up at the dark Alicorn. His smile never left as he lowered his head to her laughing.

"LIttle balloons? What were you going to do? Pelt me with them? Was that your fallback plan?" He cackled.

Pinkie picked up one of the water balloons giving an evil grin as she burst it over her own head. Her mane now drenched as it began to soak her coat.

Midnight laughed at the sudden self water ballooning.

"So it is just regular water after all. You all were seriously going to pelt me with them instead of using your elements? I feel a little sad for you six now. But how about this. I'll indulge you as your final request. Go ahead and hit me with as many as you want." He laughed standing there.

*splash*

*splash*

*splash*

*splash*

*splash*

*splash*

Midnight laughed as he was assaulted with water balloons until they were all gone. A minute passed by and he smiled to the group.

"M-midnight? Are you back to normal now?" Twilight asked as she moved forward to him.

"Normal? I've never felt better!" His voice drew venom into it as his horn began to glow.

"NOW GIRLS!" Twilight shouted as the elements charged and fired at him once again. Midnight laughed as the beam connected with the prism again turning into a harmless white light beam. His eyes shot open at the last second as he watched in slow motion as a single droplet of water fell from the tip of his horn into the white lights path. Before he could react the white light hit the droplet turning it into a bright flash of colorful light.

"NOOOOOOOOOOOOOOOOO!" He shouted as the rainbow envelope him, spinning around him at untold speeds. He screamed loudly sending out a powerful shockwave which caused the rainbow tornado to be obliterated. The girls stood in shock at what they saw. Midnight stood there shakily, his head lowered as his breathing was strained. His right wing mangled and broken. Blood and feathers lay all around him. His entire right side burned badly. He took several steps

forward before finally falling to the ground in a heap. The girls walked cautiously over to him surrounding him, ready to charge the elements again if needed.

"Twilight..." He softly spoke laying on his left side.

Twilight came over to his head giving him a saddened expression.

"Twi...wha...what happened?" He asked breathing hard.

"You don't remember?" She asked looking down to him.

"*cough* N-no... Why do ... do I feel like a... train hit me?

"You were infected with poison joke. You went on a rampage through Canterlot and..." Twilight was cut off by him as he spoke out in strained words.

"NO! D-did I kill anyone?"

Twilight looked over to Luna and Celestia who were laying on the ground behind them. Midnight moved his head slowly to see them. Luna looked at him, tears in her eyes as she nuzzled Celestia who was laying on the ground.

Midnight cried out in horror.

"P-please Twilight. Tell me I didn't do this. Tell me I didn't kill Celestia?! She was carrying my foal, I can't live knowing I took that life." He cried out.

Twilight lowered her head, tears falling from her face, no words escaped her lips.

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Midnight shrieked as his horn began to brighten, The illumination filling the room quickly to a blinding light.

Everypony covered their eyes as it grew in intensity. They could hear Midnight screaming louder and louder until everything shook.

As quickly as it began, it ended. Twilight and the others opened there eyes gasping at what they saw. Celestia was walking toward the fallen Midnight as he lay on the ground glowing brightly. The castle and everything around was back to its original glory. All the guards now up and alive again. Luna joined Celestia at Midnight's side. Slowly his tail began to evaporate into the air, it looked like little lightning bugs pulling away from a disappearing pony that was glowing. He lay there as he spoke quietly, Looking around.

Celestia, Luna, I am so sorry this happened. I never meant to hurt any of you in any way. When I saw you laying there, and the thought of me having killed you and our foal, I snapped. I'm sorry to have hurt everypony, I hope that with my final gift, you can forgive my actions." His upper body and head were now slowly disappearing as they all came to him. giving him one final hug.

"We forgive you, you have been the best friend anypony could ask for. We love you. Please don't leave us." Celestia cried as she burried her muzzle into his neck.

"I'm sorry, but that won't be possible. I used all of my power to turn back time to the point where noone would remember the attack. Only you eight will remember. All the lives that I have taken. All the damage I have done. Completely restored. I have gladly given my life to protect the ones I love and cherish. Please, don't forget me. Although my time here was short. I have never been so loved in my life. If I ever get a second chance to live again. Please, make sure I stay away from those stupid blue flowers." He laughed softly at his final words, smiling to everyone as the rest of his body vanished into a brilliant display of glowing particles, ascending into the heavens.

Everyone was silently crying. Looking at the resting place of Midnight.

Time seemed to stand still as they sat there quietly.

"Why didn't the poison joke cure work?" Twilight asked herself over and over. She continued to think quietly until the answer fell onto her like a ton of bricks. She fell to the ground crying as the answer was now in front of her. "He must have smelled of the flowers. The cure would to have been a vapor to enter his lungs in order to fully cure him. The poison joke must have turned his love of protecting others into the complete opposite..." She trailed off as she thought of what had happened. Life from this point was going to be hard. As it would continue though, they all hoped it would get easier. Only time would tell.

8 years later

Celestia walked along the path in the royal hedge maze toward the center. A small group of colts and fillies following her. Cheerilee walked at the end of the school group as they came to a stop in the center of the hedge maze. Celestia smiled to the group as Cheerilee came forth looking to a large statue.

"Ok everypony. Who can tell me who this statue represents?" She smiled looking to the group waiting for a hoof to raise so she could call on them.

A small black hoof raised into the air getting Cheerilee's attention.

"Yes Midnight star? Do you have the answer?" She spoke out to him.

A small black Alicorn walked through the group of children to the front of the group. His entire body was a brilliant black that shone brightly in the sunlight. On his back rested a set of white wings being a severe contrast to his black coat. His mane flickered wildly like fire but was like liquid light. It was see through much like Celestia's mane.

"This statue is of Midnight Flame. My father. Although I never got to meet him. I have been told by everypony that has known him, that not only was he one of the kindest ponies alive, but traded his life to save everypony in Canterlot."

Cheerilee smiled, "Very good Star. Let's all continue shall we?" She said as the student's followed her. Star staying behind to look at the statue some more. Celestia walked quietly up to him giving him a gentle nuzzle which he returned.

"Mother?" He began.

"Yes my son?" She smiled.

"Was he really as great as everypony has said he was?" He asked looking from the statue to Celestia.

"My dear, he was not only the most powerful Alicorn to ever live, but also the most wonderful. Your father was a shining example to every pony in Equestria."

She smiled causing Midnight Star to smile widely. Celestia walked ahead joining the group as they headed toward another statue in another part of the maze.

Star looked up to the statue one last time as he walked on to catch up to the group.

"Father, I hope that I can make you proud, and be as wonderful as everypony has said you were. I won't let you down." He smiled as a single tear fell from his eye to the ground, hitting a small beam of light as it punched through the cloud line. The light refracted only for an instant as it passed through, sending a magnificent rainbow of colors over the statue.


	30. The Finale? I DON'T THINK SO

As they approached Canterlot, plumes of black smoke were rising into the air from several areas around Canterlot. Although late in the evening the sun was staying still in the sky. It had not moved for almost several hours now and the time was now almost eleven pm. As they near the castle they could see bright flashes of light erupting from inside several of the windows in the castle. As they drew nearer one of the walls erupted sending out several unicorn guards.

They all fell around 40 feet to the ground. None of them stood back up once they hit. Everyone gasped seeing this, then slowly flying toward the fallen wall to peek they saw made them gasp. Midnight was standing over not only Celestia, But Luna as well. Luna was laying across her sister protectively as Celestia lay there, her eyes closed, her breathing was rough, several scorch marks riddle her body, Many of her feather from her wings had been scattered

about from a large burn mark on one of them.

"Begone thou evil being, You will leave us be with out sister. BEGONE! Or face our WRATH!" Luna's eyes glowed as her horn began to fill with power. Midnight stepped forward only to run into a powerful beam spell that hit him head on. He staggered for a moment regaining his footing then began to advance again. Yet another beam hit him from Luna. This went on for another 5 minutes. Blast after blast of energy hitting the former human but never hurting him.

Midnight let out an evil cackle as Luna tried in vain to keep casting the spell, until she finally exhausted her power.

"My my, little Luna is such the patriot, Fighting to protect her big sister after she had fallen to her former lover. How sweet." Midnight spoke sarcastically. Mischief in his voice as he moved closer to the exhausted Luna. He lowered his head to her's, an evil grin across his face.

"Once I have taken care of you and your sister. There will be nothing to stop me from taking over Equestria." He began to raise his head as he cackled loudly. But it was short lived as a powerful beam hit him from the side sending him down the hallway and through a wall to the palace gardens.

Twilight stood there panting loudly through clenched teeth. Her horn literally white with magic. Her coat had transformed to a pure white while her mane was now ablaze. Her voice echoed throughout the hallway as if it were several Twilight's talking at once.

"You will NOT harm the Princesses!" she shouted.

After the wall finished falling that Midnight had been launched through everything fell quiet. A loud cackle could be heard from the hole Midnight had been put through. "Well isn't this a surprise. Twilight and her friends finally coming to the rescue. I'm not sure if you noticed but most of the royal guard is dead. Celestia is wounded, and Luna is out of power. I'll give you this one chance to walk away unharmed. After that I will bend you to my will if you do not leave." Midnight growled out the last of the sentence sending shivers down everponies spines.

Twilight stepped forward still on fire. "Midnight you have to listen to me. You've been infected with poison joke, its somehow altering your nature to go against what you normally do and believe in, let us help you. You still have the chance to be forgiven." She spoke out pulling several water balloons from Pinkies bushels, floating them to her side.

"Forgiveness?! Do you think I want that? No I don't want that at all. What I want is very simple." Midnight laughed.

"And what would that be?" Twilight asked looking at him oddly.

"The complete destruction of the entire universe." He yelled causing the windows in the castle to shatter. The girls were all pushed back by the sudden outburst.

"Girls, we have no choice, we have to use the elements. I doubt we could get any of these balloons near him without loosing them instead of hitting him."

They all felt tears come to their eyes as the power from the elements began to shine brightly sending out a bright light from each of them.

"What do we have here?" Midnight smiled seeing the colors of a rainbow heading toward him. He smiled watching it bolt toward him. After a few seconds the rainbow from the elements disappeared. The girls gasped at what they saw. Midnight stood there laughing at them in the same spot. Some type of clear crystal floating in front of him.

"B-but, that should have worked?! What happened?" Twilight shouted in a panicked voice.

"Oh my poor poor Twilight. You forgot about one thing. I'm smarter than you." He began to laugh as Twilight stomped the ground infuriated by the insult.

"You can't be smarter than me! I've done nothing but study my entire life. How can a mere human be smarter than me?!" She growled.

"HUMAN? HUMAN!? I'm a fucking Alicorn you little snot!" Midnight growled teleporting to right in front of the girls.

"You see this crystal? This is called a prism. It can turn white light into a rainbow and a rainbow into white light. This is how I have defeated you pitiful ponies." He began to laugh again as the group powered up their elements again. Firing them at Midnight repeatedly. Every time he would laugh as the light show was altered to innocent white light as it was blocked by the prism. After an hour of trying to use the elements on Midnight they all stopped falling to the ground crying. Twilight's white coat and fire mane turned back to normal. Midnight moved forward giving an evil smile.

"So have you finally given up girls?" He laughed as he walked into the center of the group.

They all stood on shaky legs as they looked at him. Midnight smiled looking around at them, he walked over to pinky who was sitting next to the water balloons, her hair deflated, a look of horror across her face as she gazed up at the dark Alicorn. His smile never left as he lowered his head to her laughing.

"LIttle balloons? What were you going to do? Pelt me with them? Was that your fallback plan?" He cackled.

Pinkie picked up one of the water balloons giving an evil grin as she burst it over her own head. Her mane now drenched as it began to soak her coat.

Midnight laughed at the sudden self water ballooning.

"So it is just regular water after all. You all were seriously going to pelt me with them instead of using your elements? I feel a little sad for you six now. But how about this. I'll indulge you as your final request. Go ahead and hit me with as many as you want." He laughed standing there.

*splash*

*splash*

*splash*

*splash*

*splash*

*splash*

Midnight laughed as he was assaulted with water balloons until they were all gone. A minute passed by and he smiled to the group.

"M-midnight? Are you back to normal now?" Twilight asked as she moved forward to him.

"Normal? I've never felt better!" His voice drew venom into it as his horn began to glow.

"NOW GIRLS!" Twilight shouted as the elements charged and fired at him once again. Midnight laughed as the beam connected with the prism again turning into a harmless white light beam. His eyes shot open at the last second as he watched in slow motion as a single droplet of water fell from the tip of his horn into the white lights path. Before he could react the white light hit the droplet turning it into a bright flash of colorful light.

"NOOOOOOOOOOOOOOOOO!" He shouted as the rainbow envelope him, spinning around him at untold speeds. He screamed loudly sending out a powerful shockwave which caused the rainbow tornado to be obliterated. The girls stood in shock at what they saw. Midnight stood there shakily, his head lowered as his breathing was strained. His right wing mangled and broken. Blood and feathers lay all around him. His entire right side burned badly. He took several steps

forward before finally falling to the ground in a heap. The girls walked cautiously over to him surrounding him, ready to charge the elements again if needed.

"Twilight..." He softly spoke laying on his left side.

Twilight came over to his head giving him a saddened expression.

"Twi...wha...what happened?" He asked breathing hard.

"You don't remember?" She asked looking down to him.

"*cough* N-no... Why do ... do I feel like a... train hit me?

"You were infected with poison joke. You went on a rampage through Canterlot and..." Twilight was cut off by him as he spoke out in strained words.

"NO! D-did I kill anyone?"

Twilight looked over to Luna and Celestia who were laying on the ground behind them. Midnight moved his head slowly to see them. Luna looked at him, tears in her eyes as she nuzzled Celestia who was laying on the ground.

Midnight cried out in horror.

"P-please Twilight. Tell me I didn't do this. Tell me I didn't kill Celestia?! She was carrying my foal, I can't live knowing I took that life." He cried out.

Twilight lowered her head, tears falling from her face, no words escaped her lips.

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Midnight shrieked as his horn began to brighten, The illumination filling the room quickly to a blinding light.

Everypony covered their eyes as it grew in intensity. They could hear Midnight screaming louder and louder until everything shook.

As quickly as it began, it ended. Twilight and the others opened there eyes gasping at what they saw. Celestia was walking toward the fallen Midnight as he lay on the ground. He weakly lifted his head seeing Celestia walking toward him.

"Please, finish it. A-after what I have done... I do not deserve to live." Midnight croaked as his head slowly fell to the ground. He closed his eyes waiting for the pain to stop. The pain continued as he lay there in silence. He was slightly startled to feel a sudden warmth press against him on all sides as his pain began to slightly dull. He opened his eyes slowly to see Celestia laying to one side of him, Luna to the other. The rest of the girls were floating silently as a Bright rainbow encased them all.

Midnight watched them silently as the combined magic began to slowly heal him. His torn and scarred flesh began to heal rapidly. His battered and broken wing growing new feathers and healing itself as well. The pain he felt began to fade as the healing aura from the Elements brought him back from the brink of death itself. A silent tear fell from his eye as hey lay there.

"After all I have done, After all the things I have said, They still care for me enough to save my life." He thought to himself as he began to fall asleep.

**XXX**

Morning arrived with many chirping birds and happy ponies running through the castle. Midnight felt the heat of the sun slowly warming his black coat as he lay quietly in bed.

"Ugh... Is it morning already?" Midnight groaned as he awoke from being warmed by the suns rays. He lifted his head giving a yawn as he looked around the room. After a few seconds he realized that he wasn't in Rarity's boutique, or the Library, and quickly stood making his way to the window.

After a few seconds of looking out the window he finally realized where he was. "Why am I in the castle?" He spoke softly to himself. After a few moments sitting in front of the window a knock resounded at the door. Without looking to it he spoke.

"Come in."

Several sets of hoof beats could be heard as ponies piled into the room. Midnights vision never left the window as he sat there in thought.

"Well aintcha gunna welcome us in?" Applejack spoke walking up to Midnights side and giving him a nudge.

Midnight turned quickly looking to AJ then snapping himself around further to see the rest of the girls, Luna and Celestia.

Without thinking he teleported to Celestia wrapping his hooves around her. A silent tear fell from his face. He wept quietly as the others came up to them also wrapping them into a group hug.

A short time later they finally broke the hug, Midnight pulling back from the group.

"Tia, I have no words to express how sorry I am for what I have done. I have said and done many terrible things. Why everyone of you saved me is beyond my comprehension. When I was laying there wounded and dieing, The thought of me having killed not only others, but Celestia and my foal. I just couldn't take it. I-I dont remember what happened from there but I felt a huge rush of magic escape me. Then you..." He looked to Celestia "You were walking toward me. Like nothing had happened at all. I felt at peace. Like I had lost something, but gained even more. What happened exactly?"

After a moment Celestia filled him on on everything that had happened. The girls filling in other spots from the moment he was hit by the poison joke to the point when he started to act strange toward them.

He sat there remembering all of the events that unfolded from that moment on.

"But... Why did everyone save me?" He asked looking to them all.

"Because we love you silly." Pinkie Pie chirped happily bouncing toward him giving him a hug.

"That's right." Applejack trotted over joining the hug.

"I don't think you can get rid of us that easy." Twilight smiled as she joined in.

"Definately." Rainbow Dash flew over bowling them over.

"But don't you ever do that again mister." Fluttershy spoke out in a stern yet gentle tone jumping onto the pile and looking Midnight in the eyes. Midnight gave a whimper nodding to Fluttershy.

"Alright girls, let us give him some breathing room. We have much to discuss." Celestia smiled catching everyponies attention.

The girls quietly left the room as Celestia and Luna took a seat. Midnight felt a lump crawl into his throat as the door shut behind the girls.


	31. Magical Strength and Walking Home

Celestia sat quietly next to Luna, Midnight across from them in the bedroom he had awoken in.

"Midnight." Celestia began catching his attention. "Although you had previously done considerable damage before today, please know that it will not be held against you. You risked your very life to bring not only me back from the dead. But also any and everypony else that happen to fall victim to your... episode. However. The spell you cast before to save them all was a forbidden spell. The fact that your still alive is puzzling. You life should have ended from that spell." She spoke as she looked at him with a questionable look.

"Well, Tia, I am quit different from the others. I'm not sure if you are fully aware about this but, I don't require anything to cast spells like others do." Midnight gave a sheepish smile.

"What does thou mean?" Luna interjected.

"Well from what Twilight has told me, Some spells require ingredients to cast them properly. I didn't know that and just cast the spells anyway. All of them have come about different without the ingredients yes, but they still came out alright in the end."

Celestia gave a questioning look toward what Midnight was talking about. "I guess that would explain how each of the elements besides the Pegasus received wings that weren't made from gossamer and morning dew."

"OH! I didnt noticed if the girls still had there wings or not. Did my spell stay on them?" Midnight smiled remembering the spell he had cast on four of his friends.

"The spell continues to hold. It has been only around a day since you had cast it. You will be happy to know that although your spell is strange, there will be no permanent effects to the hosts. My student and the others will return to normal after a few days time." Celestia smiled.

"OH thank God!" Midnight fell over in a heap shocking the two before him.

"Midnight?!" Celestia began but Midnight lifted a hoof to silence her.

"I'm fine. I just feel a lot better knowing that I didn't screw up and cause my friends any permanent grief."

Luna gave a light chuckle as she stood. "Thou has no worries, Twilight and the others have had quite a bit of fun with thy gift." She smiled as she walked over to the balcony opening the glass doors and stepping out. Midnight followed with Celestia at his side. Upon reaching the balcony he stood there in shock for a moment, then smiled as he watched all six of the elements flying around outside.

"I'm glad that they like their wings. I would hate for them to be permenent and the girls have to endure the same thing I have had to endure." Midnight gave a saddened smile as he lowered his head slightly.

"I understand where you are coming from Midnight dear. Know this though, Your spells may be cast differently and hold similar effects, But i doubt that they would stay permanent on any ponies." Celestia smiled givin him a gentle nuzzle.

"Well, only time will tell for now. I'm just glad..." He trailed off as he heard a loud scream from above. He looked to see Twilight falling from the sky, feathers detaching from her wings at a rapid pace as she plummeted to the ground.

Without a second thought Midnight jumped from the balcony teleporting to under Twilight as she fell. He caught her with time to spare as he landed in the castles garden. The rest of the girls as well as Luna and Celestia landed near them coming up to their side.

"What happened?" Celestia spoke in shock as Midnight set Twilight down. The rest of her feathers falling and disappearing into thin air.

"My wings vanished while I was flying. I didnt expect the spell to wear off so quickly." Twilight spoke as she looked at her back where the wings had been.

"Well if yer wings vanished, then that means..." Applejack stopped as she looked back seeing feathers fall from her wings. She gave a sigh seeing them slowly disappear. Pinkie Pie bounded up sending feathers all around her.

"Weeeeeeee, that was fun, can we do that again?" Pinkie laughed shaking off the rest of the feathers.

Rarity shed a tear watching her wings slowly disappear as well. "Well, I am sure it is for the best after all. I wouldn't mind having those beautiful wings again sometime soon." She nuzzled up against Midnight smiling. He lowered his head giving her a gentle kiss.

Celestia smiled at Rarity and Midnight. "Midnight dear, If you are feeling better, you may leave. I see no reason for me to keep you here if you wish to go."

"Thanks Tia. I'll come back when I can to see how much our little bump is growing. If you need me before then send Twilight a letter. I'm sure she can find me quickly." Midnight smiled walking aver to Celestia and giving her a gentle nuzzle.

"Well girls, what should we do?" Midnight looked back to the group but stopped upon hearing his stomach growl loudly.

"I think some lunch is in order." Twilight laughed causing the others to giggle.

**XXX**

After grabbing some lunch Midnight and the six made way back toward Ponyville. RD and Fluttershy flew back ahead of them as the rest stayed behind with Midnight. They had decided to walk back. It would take several hours but it would give them plenty of time to chat.

"So you girls aren't angry with me?" Midnight asked as his head lowered in shame.

"Of course not darling, It wasn't you who did all of those terrible things, it was the poison jokes fault. Rarity spoke reassuringly.

"That's right. Don't you fret none big guy. Although you said a few nasty things, none'o us will think differently about ya." AJ smiled giving Midnight a playful nudge.

"Heh, thanks girls. I still feel awful though about saying all of what I did. If any of you ever need anything, don't hesitate to ask. I am at your beck and call." Midnight smiled.

Twilight gave a small giggle catching his attention.

"I have a feeling I am going to regret those words." Midnight chuckle looking back to see Twilight put on an innocent smile while looking away.

The girls all giggled at his expense as Twilight trotted up beside him.

"Well I was wondering..." She began as Midnight gave a chuckle "Here we go." He laughed

"I was wondering if you wouldn't mind coming by the library. Ive been reading a lot of the books you donated and have some questions about some of them." Twilight smirked.

"That's cool Twi, I don't having any plans so I can come by anytime." Midnight smiled.

"Actually." Rarity trailed off catching everyponies attention.

Midnight looked to her as she continued.

"My parents are coming in and they don't know about us yet darling. I would oh so love to introduce you to them." Rarity cooed nuzzling up to Midnight.

"When are they coming in?" Midnight asked nuzzling Rarity's horn causing her to blush.

"They are actually in Ponyville already. They decided to drop in and pick up Sweetiebelle for winter vacation from school. She will be gone for two weeks." Rarity smiled giving Midnight bedroom eyes.

"Heh heh. I think your in for a might hoof full Night." AJ laughed.

Twilight giggled causing Pinkie to laugh as well. Rarity just blushed heavily at the comment nuzzling into Midnight further.

"Let's get home before I die from embarrassment." Midnight chuckle causing the others to burst out laughing.

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There won't be another major incident for maybe another 25 to 35 chapters probably.


	32. Meeting the parents with a side of SCARY

The group had finally arrived in Ponyville and gone their separate ways. Midnight followed Rarity to the boutique, shrinking a little to go inside as he has done many times before. Upon entering Rarity quickly turned to Midnight pressing a hoof to his mouth. His eye went wide for a moment as she pointed to the kitchen. Her fathers Hawaiian style shirt could be seen from the chair he sat in. Midnight looked back to Rarity as she motioned for him to go upstairs. He gave a nod and made his way upstairs. He sat silently at the top listening to everyone downstairs.

Rarity made her way into the kitchen to see her mother making a small lunch for them and Sweetiebelle.

"Mother, Father, how good to see you again." Rarity piped up catching their attentions, They immediately came over hugging Rarity.

"Oh ya, we just got into Ponyville about an hour ago don'tcha know." Rarity's mother smiled as she finished fixing lunch and prepared the plates.

"Yea, we're going ta be goin on a cruise and thought Sweetiebelle might enjoy the ocean. She's not had as many lavish experiences as you had when you were young dear." Her father laughed patting her gently on the back.

"Oh that sounds wonderful. I'm sure Sweetie will just love the ocean." Rarity smiled

Just as she finished a series of thuds could be heard from the stair case.

**XXX**

(A minute ago)

Sweetiebelle thought she heard the front door open as she sat in her room upstairs. She went to the staircase seeing Midnight slowly climbing them while nodding back to Rarity. She smiled and decided to surprise her uncle when he came upstairs so she tip hoofed back to her room closing the door listening to the hoofsteps stop in the hall. She quietly opened to door peeking out to see Midnight sitting on his haunches at the top of the stairs looking down them, his ears trained forward.

Sweetiebelle giggle to herself as she slowly made her way out of her bedroom. tip hoofing as slowly as possible toward midnight. It had taken her almost two minutes to traverse the hallway to just behind Midnight. She took in a deep breath.

"HI UNCLE MIDNIGHT!" She screamed loudly, her little voice cracking as she finished. Midnight screamed in surprise loosing his footing or hoofing as it were and tumbled down the entire staircase landing on his back at the bottom.

Sweetiebelle rushed down the stairs to see if he was alright

**XXX**

Rarity with her mother and father rushed into the parlor of the boutique seeing Midnight upside down and dazed on the floor. Sweetiebelle rushed down gently poking Midnights face with her hoof.

"Uncle Midnight, are you ok?" She shouted pushing his face in different directions.

Rarity, her mother and father stiffened at the word Uncle. Rarity slowly turned her head to see her parents expressions. Her father looked at the large black Alicorn mouthing words but no sound came out. Her mother began to cry and wrapped her in a tight hug.

Midnight finally found enough sense to speak. "It's alright everypony! I'm OK!" He shouted thrusting a hoof into the air then went out like a light.

XXX

Midnight awoke to seeing a teary eyed mare sitting in front of him. He gasped for a second stiffening up. He looked to see Rarity talking to what Midnight could guess, to be her father. His attention was brought back to the mare in front of him as she wrapped him in a hug crying into his chest. Midnight was unsure how to act. Luckily Rarity noticed and quickly made way over to them prying her mother loose from Midnight. She pulled Midnight upright so that he was sitting comfortably while her mother and father took a seat across from them with Sweetiebelle.

"So then there, I take it from hearing Sweetie here calling you Uncle that you've asked Rarity to be your mare?" Rarity's father asked. (We will just call him pops from this point out, and Raritys mother mom)

Midnight gave a slight chuckle. "That would be correct sir."

Mom piped in. "When did you two exactly meet, and where?"

"Well, I would rather Rarity explain that to you. Im sure she could explain things better in that area than I could." Midnight laughed.

Rarity smiled giving Midnight a nuzzle as she was about to begin.

"He's an ALIEN!" Sweetiebelle shouted with a big smile jumping over to Midnight hugging him. Rarity fell over in shock. Mon and Pops couldn't help but laugh at Sweetiebelles comment but slowly stopped laughing seeing Rarity and Midnights expressions.

"Sweetiebelle, You were joking right?" Pops asked looking to her.

"Mother, father, this will take a few minutes to explain." Rarity spoke up finally.

**XXX**

After a quick explanation and a cup of tea later all was well, sorta.

"So yer really from another world?" Pops asked looking him over.

"Yup."

"And you were once a human but Rarity's friend turned ya into a pony." he continued.

"Yup."

"And ya plan on taking care of mah daughter for the rest of her life?"

"Yup."

"That's all I need ta hear, welcome to family my boy." Pops smiled pulling Midnight into a tight bear hug.

"Just remember one thing, If ya ever hurt my daughter, Not even Celestia herself can hide ya from me." Pops spoke with an icy tone that made Midnight shiver in fear.

Pops pulled away with a smile then trotted outside where Sweetiebelle and Mom was waiting. Rarity and Midnight walked to see them off as they entered a cab.

"We should be back in a couple weeks don'tcha know, you two have fuuuuuuun." Mom smiled giving a wink to the two lovebirds. Pops smiled pointing a hoof at Midnight while running the other hoof across his neck as if in a cutting motion.

After they were out of sight Midnight fell over. Rarity looking back to him.

"Whats wrong darling?" Rarity asked looking at him.

"Your father hate my guts. Cant blame him though. All fathers are like that toward their daughters boyfriends." He laughed nervously getting back up. Rarity laughed causing him to cringe a little.

"Oh don't worry about Daddy, He is a big softie at heart, He wouldn't hurt a fly."

"I don't know about that. He seemed pretty serious." he groaned

"Oh stop that, If Daddy does say anything i'll take care of everything, But for now since they are gone." Rarity smiled standing up on her back legs and wrapping her arms around Midnight giving him a passionate kiss. Only breaking it to finish her sentence. "Why don't we have a little fun?" She giggled. Midnight gave a sly smile as he was led into the next room behind Rarity.


	33. Whores and pin cushions

"Rarity." Midnight spoke looking into her eyes.

"Yes darling." She cooed giving him a sweet kiss on the lips.

"This isnt the fun I was thinking of." He frowned standing there as Rarity began pinning up a part of the dress she was making while it was attached to Midnight.

"I know, But I can now say that I can sweet talk an Alicorn." She giggled kissing him again.

"Your just lucky to have a willing, living, pincushion that can change his appearance and size at will to be the perfect duplicate of any and every pony in Equestria. PLUS have a magical shield that is thin so you can poke and prod without hurting him." Midnight laughed as he watched Rarity work quickly stabbing pins all over the place on the dress.

"That is one plus to having the only Alicorn male in the entire world as my fiance. That and you do look rather cute as a mare." She giggle giving his flank a smack.

Midnight laughed in a feminine voice. "Is that why you keep kissing me."

Rarity stopped, sputtering to try and make an excuse only to make him laugh harder.

"Oh hush you, Or you wont be getting any desert later." She smiled giving him a wink.

"After this little 'treat' I wonder what desert will beeeEEEEEEEEEEE!?" He began but stiffened up as he felt a hoof brush against his loins. He looked back, his face flushed bright red. Rarity smiled blowing him a seductive kiss.

"Yes dear!" He announced stiffening up again making her laugh.

"So darling, two week's we will have together. What would you like to do?" Rarity smiled as she placed several more pins in place.

"I dunno, Maybe play dress up, act girly, do weird stuff." Midnight smirked causing Rarity to deadpan.

"Ugh, Honestly I haven't thought of anything besides spending time with you. I'm TERRIBLE at making plans for anything. I'm usually just spontaneous at doing things." He groaned.

Rarity giggled. "Sounds like you and Pinkie Pie may have hit it off better than me."

"Heh, no way! She is literally an unknown mass of energy. I bet if she were in my home world and we took a blood sample from her it could power the entire world for a year." He laughed causing Rarity to snort from laughing.

"She is a little ball of energy. More-so than any filly or colt in Ponyville. I have personally seen her outlast the Cutie Mark Crusaders in an endurance competition. That was the funniest thing I have ever seen. I don't know how the poor dear sleeps at night with that much energy." She laughed.

"Who knows, maybe she could be an Alicorn in disguise." Midnight laughed making the OoOOoOOOOoo sound AJ does.

Rarity laughed as she finished pinning the dress. "Ah! Finally finished." You can teleport now darling."

Midnight needed no further instructions as he teleported out of the dress and returning to his original form giving a shake.

"Wooooo! That was not pleasant." He laughed as his feathers fluffed out.

"Oh come now, it wasn't that bad was it?" Rarity gave a pouty lip looking at Midnight with big puppy dog eyes.

Midnight gave her a deadpan look. "Yes, by far the worst thing to ever happen to me." He remarked in a sarcastic tone.

They gave a small laugh then continued.

The bell above the door rang signalling someone had came in. Midnight turned walking to the front as he spoke Rarity's store quote.

"Welcome to Carousel Boutique, were everything is sheek, unique, and magnifique. How can we help you today?" He smiled.

"Oh my, so the rumors are true." Sapphire Shores squealed happily.

"Beg pardon ma'am?" Midnight cocked an eyebrow.

"Oh please, call me Sapphire!" She smiled walking up to the counter Midnight was now behind.

He smiled, "Alright then Sapphire. How can I help you today?"

"OOOoooooo Hearing you say my name just gives me goosebumps all over!" She squealed again giving him a seductive look.

"Well I'm glad I can please you Sapphire, Now is there anything I can help you with?" He smiled again, this time the smile feeling a little forced.

"Oh darling, Who was at the door.?" Rarity chirped.

Midnight walked to the rear door to the room were Rarity was working in the other room. "A nice pony by the name of Sapphire is here. (she seems to be flirting with me)" He whispered the last part.

Rarity's eyes went wide as she heard the name Sapphire. She only knew one pony with that name and she was the pony of pop. Thee Sapphire Shores. Rarity made her way calmly past Midnight who went into the back room where Rarity had just came out of, so he could pick up the mess of cloth and seamstress materials that had been flung about. Sapphire moved slightly in the main room with Rarity so she could keep an eye on the Alicorn.

"Sapphire darling, so good to see you again. Have you come by to get a few new costumes for your next tour?" Rarity smiled in hope.

"Not today dear, I'm just checking on a rumor that I happened across in Manehatten during my recent tour. I heard a new Alicorn had appeared suddenly and that it was a stallion unlike the princess, and I Must say I am thrilled to see that the rumors are true!" She smiled watching through the door at Midnight's flank as he picked up items.

"Yeeees, well. He is a sight isn't he? But there is one problem about that rumor." Rarity spoke in an annoyed tone seeing Sapphire oogling Midnight's flank.

"And what might that be my dear?" Sapphire smiled almost falling over trying to watch Midnight as he went out of view.

"The rumor failed to mention that he is engaged." Rarity smirked causing Sapphire to fall over surprised.

"Well, that was rather quick, I didn't expect the only male Alicorn to become engaged that quick upon being seen by the masses. Ah well. There is always temptation to try and draw him out." Sapphire giggled getting back to her feet.

Rarity now fuming and trying to keep her composure forced a smile. "So you would go and try to steal him away from his fiance?"

"Well of course darling, I am a mare afterall, If you hadn't noticed, the stallion to mare ratio is quite small. Finding the only male Alicorn in the world is beyond hitting the jackpot. Its like becoming the ruler of everything in existence. To have that Alicorn as my special somepony would be the ultimate prize." Sapphire smiled widely thinking of the possibility of her and Midnight together.

Rarity watched her looking up into nothingness giving a dreamy look. She was undoubtedly thinking about her and Midnight being together, and it was eating Rarity up.

"Oh darling." Rarity called to Midnight in the next room.

"Yes?"

"Could you come here for a moment please?" Rarity chirped.

Midnight walked into the main room of the boutique giving Rarity a nuzzle. "Whats up?" He smiled looking between the two mares causing Sapphire to freeze temporarily.

"Oh nothing dear, I just wanted to introduce you properly to a friend of mine, This is Sapphire Shores, The pony of Pop." Rarity smiled looking to Sapphire who had a huge grin plastered across her face.

"It's nice to meet you Sapphire. I'm Midnight Flame, and you've already met my fiance Rarity." He smiled causing Sapphires smile to shatter.

"W-what? R-rarity is your fiance?" Sapphire's eyes went to pinpoints looking at the ivory pony before her who had a devious grin across her face.

"Well then, I'm glad to have met you Midnight, I guess I had better be going Rarity. I'll give you a call when I'm in need of some new costumes for my next tour." Sapphire smiled nervously as she made her way out of the boutique.

Rarity gave a snort as Sapphire left. "Bitch!"

"Rarity?" Midnight gave her a questioning look.

"You! Bed! NOW!" Rarity snapped causing Midnight to back peddle.

"What? Why?"

"Because somepony needs to know how much I love them and also needs to know which other ponies he is allowed to have fun with." Rarity grinned.

Midnight smiled as he made his way upstairs, Rarity Made her way behind him after turning around the open sign and locking the door.

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KINKY!


End file.
